Common use of Amendments; Consents Clause in Contracts

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks all Lenders shall be required with respect to any amendment, modification, termination, or waiver which would effect (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Note, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or hereunder, or the payment of facility or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any NoteNote or in the rate or amount of fees payable pursuant to Section 3.4, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks Lenders hereunder, or (diii) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or (eiv) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any Guarantor portion of Paymentcollateral, if any, or any release of any Borrower from its obligations under Article 5, or (fvii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.15.1

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunderhereunder (provided that this clause (c) shall not apply to any waiver of the application of the Default Rate), (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of PaymentPayment 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. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 10.3, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect: (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Loan or Note of such Lender, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or the payment of facility or other fees or amounts payable hereunder, or (cii) any reduction in the rate of interest on the Notesany Loan or Note of such Lender, or in any amount of principal or interest due on any NoteLoan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or the payment of facility or other fees hereunder or waiver covered by this clause (ii); or (iii) any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks Lenders hereunder, or (div) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or (ev) 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 Guarantor portion of Paymentcollateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or (fviii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 10.3 or Section 8.5 hereof15.1 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 Banks Lenders hereunder shall immediately be forwarded by Borrower the Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, 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 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 amend, 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 (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 effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility 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, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.9(b) hereof), (b) the extension of the maturity of the NotesLoans, the payment date of interest thereunderor any scheduled principal payment, or the date of payment of facility or other commitment fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of interest or scheduled principal or interest due on any NoteLoan, or the payment of facility or other commitment fees hereunder or hereunder, (d) any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (de) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (ef) the release of any Guarantor of PaymentPayment or material amount of Collateral securing the Obligations, except as contemplated in Section 9.8 hereof and as otherwise permitted under this Agreement (including without limitation, releases which occur automatically and without any additional consent by Agent or any Lender), or (fg) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and, in the case of amendments or modifications, Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the NotesLoans, the payment date of interest or principal thereunder, or the payment date of facility facility, utilization or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any NoteLoan, or the payment of facility facility, utilization or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of PaymentPayment other than any release permitted by the terms hereof, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Borrower Party therefrom shall be effective unless the same shall be in writing and signed by the Majority Banks Administrative Agent and then Requisite Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Administrative Agent and all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Banks shall may be required with respect to effective: (a) any increase in To reduce the Commitment hereunderamount of principal, (b) the extension of maturity of the Notes, the payment date of interest thereunder, principal prepayments or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notespayable on, or in any amount of principal or interest due on any NoteLoan, or the amount of any fee or other amount payable to any 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; (b) To postpone any date fixed for any payment of facility or other fees hereunder principal of, prepayment of principal of, or any change in the manner installment of pro rata application interest on, any Loan or any installment of any payments made by Borrower commitment fee, to extend the Banks hereunderterm 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 Pro Rata Share of any Lender; (c) To amend the provisions of the definition of “Requisite Lenders”, Sections 4 or 9 or this Section 11.01; (d) To release the any change guarantor from its obligations under any Guaranty, provided that (i) in connection with any percentage voting requirementpermitted Disposition of any Subsidiary of the Borrower or of Holdings, voting rightsthat 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 the Majority Banks definition such Subsidiary in this Agreement, connection therewith); (e) To amend any provision of this Agreement that expressly requires the release consent or approval of any Guarantor of Paymentall Lenders. provided, or however, that (fi) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by Issuing Lender in addition to the Requisite Lenders or all Lenders, as authorized 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 SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Administrative Agent.

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, terminationsupplement, 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 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 nor consent to which Borrower is a party, signed by Borrower, and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 10, signed by the Majority Banks Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided that no such amendment, unanimous modification, supplement, termination, waiver or consent of the Banks shall may be required 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) any increase in to (i) reduce the Commitment hereunder, (b) the extension principal of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notespayable on, or any Loan (provided that no amendment resulting in any amount of principal or interest due on any Note, or the payment of facility 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), (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee or other fees hereunder amount payable to any Lender under the Loan Documents, or any change to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the manner last paragraph of pro rata application this Section 11.2, to amend the definition of any payments made by Borrower to “Requisite Lenders” without the Banks hereunder, written consent of each Lender; (d) to release any change 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 after the Closing Date (in any percentage voting requirementeach case as of the Fiscal Year most-recently ended prior to such release), voting rightswould exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Majority Banks definition in this Agreement, Collateral from the Lien of the Loan Documents without the written consent of each Lender; (e) to amend or waive Section 8.1 or this Section 11.2 without the release written consent of any Guarantor of Payment, or 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 amendment 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 Section 10.3 or Section 8.5 hereofAgreement to the extent necessary to reflect such title(s). Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any Any amendment, modification, supplement, termination, waiver or consent obtained as pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the 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 SectionAgreement, regardless or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of its failure 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 agree theretothe 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, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous (x) the consent of the Banks Supermajority Lenders shall be required with respect to (a) change the definition of the terms “Excess Availability”, or “Borrowing Base”, or any increase in component definition used therein (including the Commitment hereunderdefinitions of “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Inventory” and “Value”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Co-Collateral Agents to change, establish or eliminate any Reserves and (b) increase the extension percentages set forth in the term “Borrowing Base” or add any new classes of maturity eligible assets thereto; provided however that no such amendment, waiver or consent shall: (a) extend or 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 a waiver of any condition precedent set forth in Section 3.2 or the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Notes, the payment Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) postpone any date of interest thereunderscheduled for, or reduce the amount of, any payment of facility principal of, or interest on, any Loan or LC Disbursement, or any fees or other fees or 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) any reduction in reduce the principal of, or the rate of interest on the Notesspecified herein on, or change the currency of, any Loan, (it being understood that a waiver of any Default or Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal), or any fees or other amounts payable hereunder or 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 amount rate of principal or interest due on any Note, or the payment of facility or other fees hereunder 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 a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks hereunder, (d) Lenders hereunder or any change in to the definition of Applicable Percentage without the written consent of each Lender, (e) change any percentage voting requirement, the voting rights, the Required Lenders definition, the Specified Required Lenders definition or the Majority Banks definition in Supermajority 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 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; (l) (x) amend, reduce, waive or eliminate any of the covenants set forth in Sections 6.13, 6.14, 6.15 or 6.16 of this Agreement or (y) waive the delivery of the financial statements required by 5.2(a), (b), (e) the release of any Guarantor of Payment, or (fj) of this Agreement, in either case, without the written consent of the Specified Required Lenders; 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, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender, as the case may be, and any change to this Section 10.3 or Section 8.5 hereof2.15 shall require the consent of each of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Agent to all BanksLenders. Each Bank 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. This Section 9.14 shall be subject to any contrary provision of Section 2.25. In addition, notwithstanding anything else to the contrary contained in this Section 9.14, (a) amendments and modifications in connection with the transactions provided for by Section 2.25 that benefit existing Lenders may be effected without such Lenders’ consent, (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 give effect to any guaranty, or to give effect to or to protect any security interest for the benefit of 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.

Amendments; Consents. No amendment(a) Subject to Section and Section , modification, termination, no amendment or waiver of any provision of any of the Loan Document Documents, nor consent to any variance therefromdeparture by the Borrower or any other Person from such provisions, shall be is effective unless the same shall be in writing and signed approved by the Majority Banks and then such Required Lenders. Any amendment, waiver or consent shall be is effective only in the specific instance and for the specific purpose for which it was given. (b) 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, or interest on, any Accommodation or any date fixed for payment of any fees 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 take any action, (vi) permit any release of, amendment to, or termination of any of the Security Documents (except as otherwise permitted in this Agreement), (vii) change the definition of Required Lenders, or (viii) amend this Section . (c) Only written amendments, waivers or consents signed by the Agent in addition to the Required Lenders, shall affect the rights or duties of the Agent under the Loan Documents. (d) Subject to the provisions of this Section , 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. Anything herein Notwithstanding any provision to the contrary notwithstandingcontained in this Agreement, unanimous consent subject to Section and any direction of the Banks shall be required Required Lenders as provided for in Section , the Agent is authorized to take such actions or fail to take such actions in connection with respect to (a) the exercise of (i) any increase and all rights and remedies under this Agreement (including but not limited to the exercise of rights and remedies under Section of this Agreement), and (ii) its discretion in determining compliance with the Commitment hereundereligibility requirements of Eligible Accounts Receivable and/or Eligible Inventory and establishing reserves against Availability in connection therewith, (b) the extension release of maturity of the NotesCollateral, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, and/or (c) curing any reduction ambiguity, defect or inconsistency in the rate terms of interest on this Agreement; provided that the NotesAgent, or in any amount of principal or interest due on any Noteits reasonable discretion, or the payment of facility or other fees hereunder or any change deems such to be advisable and in the manner best interests of pro rata application of any payments made by Borrower the Lenders. In the event the Agent terminates this Agreement pursuant to the Banks hereunderterms hereof, (d) the Agent will cease making any change Accommodations upon the effective date of termination except for any Accommodations which the Agent deems, in any percentage voting requirementits sole discretion, voting rightsare reasonably required to maintain, protect or realize upon the Majority Banks definition in this Agreement, Collateral. (e) No failure on the release part of the Agent or the Lenders to exercise, and no delay in exercising, any right under any of the Loan Documents shall operate as a waiver of such right; nor shall any single or partial exercise of any Guarantor right under any of Payment, the Loan Documents preclude any other or (f) further exercise of such right or the exercise of any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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 theretoright.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility or other fees or amounts payable hereunder, or any change in the method for computing such interest or fees, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of Paymentthe Debt, if any, or (f) any amendment to this Section 10.3 or Section 8.5 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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. In addition, Section 10.11 hereof may not be amended without the prior written consent of any Designating Bank, as defined in Section 10.11 hereof, affected thereby.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance departure by the Borrower or any other party therefrom, shall 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 at the direction of the Majority Banks) (and, in the case of amendments, modifications or supplements of or to any Loan Document to which a Borrower is a party, the approval in writing of the Borrower), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; and, without the contrary notwithstanding, unanimous consent approval in writing of all the Banks shall directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be required with respect to 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 Commitment hereunderinterest 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 extension of maturity provisions of the Notes, the payment date definitions of interest thereunder“Maturity Date”, or the payment “Majority Banks” or of facility or other fees or amounts payable hereunder, this Section; or (c) To amend or modify any reduction in provision of this Agreement that expressly requires the rate consent or approval of interest on all the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any In addition, no amendment, modification, supplement, termination, waiver or consent obtained as authorized 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 Section, regardless of its failure to agree theretoAgreement or any Note.

Amendments; Consents. No amendmentAdministrative Agent and Lenders shall be entitled to amend (whether pursuant to a separate intercreditor agreement or otherwise) any of the terms, modificationconditions or agreements set forth in Article 9 or as to any other matter in this Agreement or any other Loan Document respecting payments to Administrative Agent or Lenders as among themselves or the required number of Lenders to approve or disapprove any matter or to take or refrain from taking any action, terminationwithout the consent of Borrower or any other person or entity or the execution by Borrower or any other person or entity of any such amendment or intercreditor agreement. Subject to the foregoing, Administrative Agent may amend or waiver of waive any provision of this Agreement, or any other Loan Document nor Document, or consent to any variance therefromdeparture by any party to the Loan Documents therefrom with the prior written consent of the Required Lenders and Borrower or the applicable party to the Loan Documents, shall be effective unless as the same shall be in writing case may be, and signed by the Majority Banks and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; provided further, however, no such amendment, waiver or consent shall, without the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to all Lenders (other than Defaulting Lenders): (a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Commitment hereunder, any Lender’s Commitment); (b) the extension of maturity of the Notespostpone any date fixed by this Agreement, the Notes or any other Loan Document for any payment date or mandatory prepayment of interest thereunderprincipal, or the payment of facility interest, fees or other fees amounts due to Lenders (or amounts payable hereunderany of them) hereunder or under the Notes or any other Loan Document, without the written consent of each Lender directly affected thereby; (c) any reduction in reduce the principal of, or the rate of interest on specified herein on, any portion of the NotesLoan, or in any amount of principal or interest due on any Note, or the payment of facility fees or other fees hereunder amounts payable under this Agreement, the Notes or any change in other Loan Document, without the manner written consent of pro rata application of any payments made by Borrower to the Banks hereunder, each Lender directly affected thereby; provided; (d) change the definition of “Pro Rata Share” or “Required Lenders” or any change other provision hereof 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 written consent of each Lender; (e) amend this Section 10.2 without the written consent of each Lender; (f) release the liability of Borrower or any existing Parent without the written consent of each Lender; (g) permit the sale, transfer, pledge, mortgage or assignment of any Collateral or any direct or indirect interest in Borrower, except as expressly permitted under the Loan Documents as in effect on the Closing Date, without the written consent of each Lender; (h) transfer or release any percentage voting requirement, voting rightslien on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of Lenders transfer or sell, any Collateral, except as provided in Section 9.12 as in effect on the Majority Banks definition Closing Date without the written consent of each Lender; or (i) amend the Guaranty, or release Parent from any of its obligations thereunder; and, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement, (e) the release of Notes or any Guarantor of Paymentother Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized by hereunder, except that the Commitment of such Lender may not be increased without the consent of such Lender. The granting or withholding of the consents required pursuant to this Section, regardless Section 10.2 shall be within the sole discretion of its failure to agree theretothe applicable Lenders.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunderhereunder (provided that this clause (c) shall not apply to any waiver of the application of the Default Rate), (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of PaymentPayment 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 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 such Fronting Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 10.3, regardless of its failure to agree thereto.

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, terminationsupplement, 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 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 nor consent to which Borrower is a party, signed by ▇▇▇▇▇▇▇▇, and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 10, signed by the Majority Banks Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided that no such amendment, unanimous modification, supplement, termination, waiver or consent of the Banks shall may be required 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) any increase in to (i) reduce the Commitment hereunder, (b) the extension principal of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notespayable on, or any Loan; provided that no amendment resulting in any amount of principal or interest due on any Note, or the payment of facility 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); provided further that the waiver of any condition set forth in Article 8 or the waiver of any Default or Event of Default shall not be considered extensions, reductions or forgiveness of principal amounts, (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee or other fees hereunder amount payable to any Lender under the Loan Documents, or any change to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the manner last paragraph of pro rata application this Section 11.2, to amend the definition of any payments made by Borrower to “Requisite Lenders” without the Banks hereunder, written consent of each Lender; (d) to release any change 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 after the Closing Date (in any percentage voting requirementeach case as of the Fiscal Year most-recently ended prior to such release), voting rightswould exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Majority Banks definition in this Agreement, Collateral from the Lien of the Loan Documents without the written consent of each Lender; (e) to amend or waive Section 8.1 or this Section 11.2 without the release written consent of any Guarantor of Payment, or each Lender; (f) to 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 or waive Section 8.2 with respect to any amendment Advance under the Revolving Credit Facility without the written consent of Revolving Lenders having at such time in excess of 50% of the Revolving Commitments; and (h) 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 Section 10.3 or Section 8.5 hereofAgreement to the extent necessary to reflect such title(s). Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any Any amendment, modification, supplement, termination, waiver or consent obtained as pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the 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 SectionAgreement, regardless or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of its failure 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 agree theretothe 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, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Lenders' Commitment hereunderhereunder or any part thereof, (b) the extension of maturity or postponement of the NotesRevolving Credit Maturity Date, the payment date dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Revolving Notes, or in any amount amounts of principal or interest due on any Revolving Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor guarantor of Paymentpayment, or (f) any amendment to this Section 10.3 9.14; provided, however, only the consent of the Required Lenders shall be required for a waiver involving either (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 8.5 hereof2.6(c) of this Agreement, or (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.9(b) of this Agreement. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Administrative Agent to all BanksLenders. Each Bank Lender or other holder of a Revolving Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. 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. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of "Required Lenders", a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures and unused Commitments.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination 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, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity or postponement of the NotesRevolving Credit Maturity Date, the payment date dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the Revolving Notes, or in any amount amounts of principal or interest due on any Note, Revolving Note or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Banks Lenders hereunder, (dc) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (ed) the release of any Guarantor of Paymentmaterial Collateral other than in connection with a Permitted Disposition which the Agent alone may release, or (fe) any amendment to this Section 10.3 9.14; 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 8.5 hereof2.6(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. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Agent to all BanksLenders. Each Bank 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. 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. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures and Unused Commitments.

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, terminationsupplement, 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 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 nor consent to which Borrower is a party, signed by Borrower, and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 10, signed by the Majority Banks Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided that no such amendment, unanimous modification, supplement, termination, waiver or consent of the Banks shall may be required 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) any increase in to (i) reduce the Commitment hereunder, (b) the extension principal of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notespayable on, or any Loan (provided that no amendment resulting in any amount of principal or interest due on any Note, or the payment of facility 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 fees Lenders of the same class hereunder shall be permitted without the written consent of all Lenders of such class), (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any change fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee, or to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the manner last paragraph of pro rata application this Section 11.2, to amend the definition of any payments made by Borrower to “Requisite Lenders” without the Banks hereunder, written consent of each Lender; (d) to release any change Subsidiary Guarantor from its Subsidiary Guaranty if the assets and net income of such Subsidiary as of the most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or after the Closing Date (in any percentage voting requirementeach case as of the Fiscal Year most-recently ended prior to such release), voting rightswould exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Majority Banks definition in this Agreement, Collateral from the Lien of the Loan Documents without the written consent of each Lender; (e) to amend or waive Section 8.1 or this Section 11.2 without the release written consent of any Guarantor of Payment, or 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 amendment 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 Section 10.3 or Section 8.5 hereofAgreement to the extent necessary to reflect such title(s). Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any Any amendment, modification, supplement, termination, waiver or consent obtained as pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the 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 SectionAgreement, regardless or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of its failure 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 agree theretothe 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, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower or any Guarantor therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders and then the Borrower or the applicable Guarantor, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Banks shall be required with respect to shall: (a) waive any increase condition set forth in Section 4.1 without the Commitment hereunder, written consent of each Lender; (b) extend or increase the extension Commitment of maturity any Lender (or reinstate any Commitment terminated pursuant to Section 8.2(a)) without the written consent of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, such Lender; (c) postpone any reduction in date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest on the Notesspecified herein on, any Loan or L/C Borrowing, or in (subject to clause (iv) of the second proviso to this Section 10.1) any amount of principal fees or interest due on other amounts payable hereunder or under any Noteother Loan Document, or the payment of facility or other fees hereunder or any change in the manner of pro rata application computation of any payments made by Borrower to the Banks hereunder, financial ratio (d) including any change in any percentage voting requirementapplicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, voting rightshowever, or that only the consent of the Majority Banks Lenders shall be necessary to amend the definition in this Agreement, of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.9 or Section 2.14 in a manner that would alter the release pro rata sharing of any Guarantor payments required thereby without the written consent of Payment, or each Lender; or (f) change any amendment to provision of this Section 10.3 or Section 8.5 hereof. Notice the definition of amendments “Majority Lenders” or consents ratified any other provision hereof 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 written consent of each Lender; or (g) release any Guarantor that is a Material Subsidiary from the Guaranty Agreement or Subsidiary Security Agreement to which it is a party without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuer in addition to Lenders required above, affect the rights or duties of L/C Issuer under this Agreement or any Issuer Document 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 Swing Line Lender in addition to Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Banks hereunder Agent in addition to Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall immediately be forwarded by Borrower have any right to all Banks. Each Bank approve or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its failure to agree theretoterms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment hereunderAmount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of the Notesany Loan, the payment date of interest thereunderor 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 NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority 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 5.09 hereof, or (f) any amendment to this Section 10.3 or Section 8.5 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Agent to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, no consent to any variance therefrom, departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to payment in full of the Obligations shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Banks shall be required with respect to shall: (a) any extend or increase in the Commitment hereunder, of any Lender without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the extension delay or waiver of maturity any mandatory prepayment) of the Notesprincipal, the payment date of interest thereunderinterest, or the payment of facility fees or other fees amounts due to the Lenders (or amounts payable hereunderany of them), including the Maturity Date, in each case without the written consent of each Lender directly affected thereby; (c) any reduction in reduce the principal of, or the rate of interest on the Notesspecified herein on, any Loan or in any amount of principal or interest due on any Note, or the payment of facility fees or other fees amounts payable hereunder or under any change other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Requisite Lenders shall be necessary (i) to amend the definition of “Default Rate” (so long as such amendment does not result in the manner Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of pro rata application of any payments made by the Borrower to pay interest at the Banks hereunder, Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein); (d) change the provisions requiring pro rata payments to the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any change in any percentage voting requirement, voting rights, provision of this Section or the Majority Banks definition in of “Requisite Lenders” or any other provision hereof 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 written consent of each Lender; (f) release the Borrower or all or substantially all of the Guarantors from this Agreement, any Guaranty or release any material Security Document to which any such Person is a party without the written consent of each Lender, except to the extent such Person is the subject of a Disposition permitted by the provisions of this Agreement or such Security Document (e) the in which cases such release of any Guarantor of Payment, may be made by Administrative Agent acting alone); or (fg) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to this Section 10.3 approve or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its failure to agree theretoterms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment hereunderAmount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of the Notesany Loan, the payment date of interest thereunderor 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 NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.11 hereof, or (f) any amendment to this Section 10.3 or Section 8.5 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Agent to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous (x) the consent of the Banks Supermajority Lenders shall be required with respect to (a) change the definition of the terms “Excess Availability”, or “Borrowing Base”, or any increase in component definition used therein (including the Commitment hereunderdefinitions of “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible M&E”, “Eligible Real Property”, “Eligible Aircraft”, “Fair Market Value”, “NOLV” and “Value”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Reserves and (b) increase the extension percentages set forth in the term “Borrowing Base” or add any new classes of maturity eligible assets thereto; provided however that no such amendment, waiver or consent shall: (a) extend or 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 a waiver of any condition precedent set forth in Section 3.2 or the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Notes, the payment Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) postpone any date of interest thereunderscheduled for, or reduce the amount of, any payment of facility principal of, or interest on, any Loan or LC Disbursement, or any fees or other fees or 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) any reduction in reduce the principal of, or the rate of interest on the Notesspecified herein on, or change the currency of, any Loan, (it being understood that a waiver of any Default or Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal), or any fees or other amounts payable hereunder or 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 amount rate of principal or interest due on any Note, or the payment of facility or other fees hereunder 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 a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks hereunder, (d) Lenders hereunder or any change in to the definition of Applicable Percentage without the written consent of each Lender, (e) change any percentage voting requirement, the voting rights, the Required Lenders definition or the Majority Banks definition in Supermajority Lenders definition, without the written consent of each Lender, (f) change Section 7.4 of this Agreement, without the written consent of each Lender, (eg) 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 release Lien on all or substantially all of the Collateral granted to secure the Secured Obligations or subordinate (or take any Guarantor action that has the effect of Paymentsubordinating) the Secured Obligations in right of payment, without the written consent of each Lender; (k) amend this Section 9.14 or (f) 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, 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 this Section 10.3 or Section 8.5 hereof2.15 shall require the consent of each of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Agent to all BanksLenders. Each Bank 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. This Section 9.14 shall be subject to any contrary provision of Section 2.25. In addition, notwithstanding anything else to the contrary contained in this Section 9.14, (a) amendments and modifications in connection with the transactions provided for by Section 2.25 that benefit existing Lenders may be effected without such Lenders’ consent, (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 Collateral 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 give effect to any guaranty, or to give effect to or to protect any security interest for the benefit of 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), and the Cash 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 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 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 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 (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans 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, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givengiven (with the understanding, however, that, with respect to the application of the mandatory prepayment provisions set forth in Section 2.8 hereof to the Term Loan, the consent of Term Lenders holding at least fifty-one percent (51%) of the aggregate amount outstanding under the Term Notes shall be required to amend or waive such provisions). Anything herein to the contrary notwithstanding, unanimous the prior written consent of all of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunder(or any part thereof), except pursuant Section 2.7(c) hereof, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or reimbursement obligations with respect to any Letter of Credit, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower or the Collateral Agent to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or of any Collateral in excess of Five Million Dollars ($5,000,000) during any fiscal year of Borrower (other than the release of any Collateral in connection with a transaction that shall be expressly permitted pursuant to the terms of this Agreement), or (f) any amendment to this Section 10.3 11.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower the Global Agent to all BanksLenders. Each Bank 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. In addition, Section 11.11 hereof may not be amended without the prior written consent of any Designating Lender, as defined in Section 11.11 hereof, affected thereby.

Amendments; Consents. No amendmentExcept as otherwise expressly provided in this Agreement, modification, termination, any consent or waiver of any provision of approval required or permitted by this Agreement or in any Loan Document nor to be given by the Lenders may be given, and any term of this Agreement or of any other Loan Document may be amended, and the performance or observance by the Borrower or any Loan Party or Subsidiary of any terms of this Agreement or such other Loan Document or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (and, in the case of an amendment to any variance therefromLoan Document, shall the written consent of the Borrower). Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase or decrease the Commitments of the Lenders or subject the Lenders to any additional obligations; (ii) reduce the principal of, or interest rates that have accrued or that will be effective charged on the outstanding principal amount of, any Loans or other Obligations; (iii) reduce the amount of any Fees payable hereunder; (iv) postpone any date fixed for any payment of any principal of, interest on, or Fees with respect to, any Loans or any other Obligations; (v) change the Commitment Percentages; (vi) amend this Section or Sections 4.1., 4.2., 8.8., 1O.1.(a), 1O.1.(d) and 1O.1.(e) hereof, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the aforementioned Sections or the substance of this Section; (vii) release any Guarantor from its obligations under its Guaranty or (viii) modify the definition of the term "Requisite Lenders" or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof. Further, no amendment, waiver or consent unless the same shall be in writing and signed by the Majority Banks Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and then such any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenset forth therein. Anything herein to No course of dealing or delay or omission on the contrary notwithstanding, unanimous consent part of the Banks Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, prejudicial thereto. Except as otherwise explicitly provided for herein or in any amount of principal other Loan Document, no notice to or interest due on any Note, demand upon the Borrower shall entitle the Borrower to other or the payment of facility further notice or demand in similar or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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 theretocircumstances.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefromtherefrom (except with respect to Exhibit I attached hereto), shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Exhibit I hereto may be amended, supplemented, replaced or otherwise modified from time to time at the written request of Borrower and upon the written consent of Agent and the LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunderhereunder except as permitted by Section 2.10(b) of this Agreement, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.8.05

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, terminationsupplement, 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 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 nor consent to which Borrower is a party, signed by Borrower, and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 10, signed by the Majority Banks Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided that no such amendment, unanimous modification, supplement, termination, waiver or consent of the Banks shall may be required 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) any increase in to (i) reduce the Commitment hereunder, (b) the extension principal of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notespayable on, or any Loan; provided that no amendment resulting in any amount of principal or interest due on any Note, or the payment of facility 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); provided further that the waiver of any condition set forth in Article 8 or the waiver of any Default or Event of Default shall not be considered extensions, reductions or forgiveness of principal amounts, (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee or other fees hereunder amount payable to any Lender under the Loan Documents, or any change to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the manner last paragraph of pro rata application this Section 11.2, to amend the definition of any payments made by Borrower to “Requisite Lenders” without the Banks hereunder, written consent of each Lender; (d) to release any change 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 after the Closing Date (in any percentage voting requirementeach case as of the Fiscal Year most-recently ended prior to such release), voting rightswould exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Majority Banks definition in this Agreement, Collateral from the Lien of the Loan Documents without the written consent of each Lender; (e) to amend or waive Section 8.1 or this Section 11.2 without the release written consent of any Guarantor of Payment, or each Lender; (f) to 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 or waive Section 8.2 with respect to any amendment Advance under the Revolving Credit Facility without the written consent of Revolving Lenders having at such time in excess of 50% of the Revolving Commitments; and (h) 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 Section 10.3 or Section 8.5 hereofAgreement to the extent necessary to reflect such title(s). Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any Any amendment, modification, supplement, termination, waiver or consent obtained as pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the 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 SectionAgreement, regardless or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of its failure 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 agree theretothe 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, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the NotesLoans, the payment date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any NoteLoan, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in the method for computing interest or fees on the Loans, (e) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (ef) the release of any Guarantor of PaymentPayment (except in connection with a merger, disposition or other transaction permitted hereunder), or (fg) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any Loan Document nor other Credit Document, no approval or consent thereunder, and no consent to any variance departure by Borrower or any other Obligor therefrom, shall may in any event be effective unless the same shall be in writing and signed or approved in writing by the Required Lenders or by the Administrative Agent with the consent of the Required Lenders (and, in the case of any amendment, modification or supplement to (i) Article 10, signed by the Majority Banks Administrative Agent, and (ii) any Credit Document, signed by the Obligors party thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to No amendment, modification, supplement, termination, waiver or consent shall (a) increase the contrary notwithstanding, unanimous Aggregate Commitment without the consent of the Banks Required Lenders; provided that no such increase shall be required with respect to (a) any increase in the Commitment hereunderor decrease the Pro Rata Share of any Lender absent the consent of that Lender, (b) extend, postpone or delay the extension date for payment of maturity any principal of or interest on any Loan or any fees payable hereunder or under any other Credit Document without the consent of the NotesRequired Lenders and each Lender directly affected thereby, or (c) reduce the principal amount of any Loan, the payment date rate of interest thereunder, payable with respect thereto or the payment of facility any fees or other fees or amounts payable hereunderhereunder or under any other Credit Document (or change the method of calculating any of the foregoing) without the consent of the Required Lenders and each Lender directly affected thereby. Without the consent of all of the Lenders, no amendment, modification, supplement, termination, waiver or consent shall (a) permit the term of any Letter of Credit to exceed one year or extend beyond the Maturity Date or permit the Aggregate Effective Amount of all outstanding Letters of Credit to exceed $5,000,000 (unless such Letters of Credit are supported by cash collateral in a manner acceptable to the Administrative Agent), (b) amend the provisions of the definition of "Required Lenders" or this Section 11.2, (c) consent to the assignment or transfer by Borrower of its rights or obligations hereunder or release any reduction in Guarantor from the rate Guaranty (except to the extent that such Guarantor is the subject of interest on the Notesa Disposition permitted hereby), or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) amend any change in any percentage voting requirementprovision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, voting rightsmodification, or the Majority Banks definition in this Agreementsupplement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendmenttermination, waiver or consent obtained as authorized by pursuant to this SectionSection 11.2 shall apply equally to, regardless and shall be binding upon, all of its failure to agree theretothe Creditors.

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 and (iii) as provided in Section 2.13 with respect to replacement of Term SOFR or the Successor Rate, no amendment, modification, terminationsupplement, 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 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 nor consent to which Borrower is a party, signed by ▇▇▇▇▇▇▇▇, and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 10, signed by the Majority Banks Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided that no such amendment, unanimous modification, supplement, termination, waiver or consent of the Banks shall may be required 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) any increase in to (i) reduce the Commitment hereunder, (b) the extension principal of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notespayable on, or any Loan; provided that no amendment resulting in any amount of principal or interest due on any Note, or the payment of facility 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); provided further that the waiver of any condition set forth in Article 8 or the waiver of any Default or Event of Default shall not be considered extensions, reductions or forgiveness of principal amounts, (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee or other fees hereunder amount payable to any Lender under the Loan Documents, or any change to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the manner last paragraph of pro rata application this Section 11.2, to amend the definition of any payments made by Borrower to “Requisite Lenders” without the Banks hereunder, written consent of each Lender; (d) to release any change 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 after the Closing Date (in any percentage voting requirementeach case as of the Fiscal Year most-recently ended prior to such release), voting rightswould exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Majority Banks definition in this Agreement, Collateral from the Lien of the Loan Documents without the written consent of each Lender; (e) to amend or waive Section 8.1 or this Section 11.2 without the release written consent of any Guarantor of Payment, or each Lender; (f) to 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 or waive Section 8.2 with respect to any amendment to this Section 10.3 or Section 8.5 hereof. Notice Advance under the Revolving Credit Facility without the written consent of amendments or consents ratified by Revolving Lenders having at such time in excess of 50% of the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.Revolving Commitments; and

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.12 hereof, or (f) any amendment to this Section 10.3 or Section 8.5 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Agent to all Banks. Each Bank 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. In addition, Section 10.11 hereof may not be amended without the prior written consent of any Designating Bank, as defined in Section 10.11 hereof, affected thereby.

Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by Borrowers or any other Borrower Party therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then Borrowers or the applicable Borrower Party, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent shall, unless in writing and signed by each of Lenders directly affected thereby and by Borrowers, and acknowledged by Administrative Agent, do any of the Banks shall be required with respect to following: (a) any extend or increase in the Commitment hereunderof any Lender (or reinstate any Commitment terminated pursuant to Section 8.2), except for any such extension or increase made in accordance with Section 2.12 or Section 2.14, respectively; (b) the extension of maturity of the Notes, the payment postpone any date of interest thereunder, fixed by this Agreement or the any other Loan Document for any payment of facility principal, interest, fees or other fees amounts due to Lenders (or amounts payable hereunder, any of them) hereunder or under any other Loan Document; (c) any reduction in reduce the principal of, or the rate of interest on the Notesspecified herein on, any Loan or Letter of Credit borrowing, or in any amount of principal fees or interest due on other amounts payable hereunder or under any Noteother Loan Document, or the payment of facility or other fees hereunder or any change in the manner of pro rata application computation of any payments made by Borrower financial covenant used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend the Banks hereunder, definition of "Default Rate" or to waive any obligation of Borrowers to pay interest at the Default Rate; (d) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Loans and Letter of Credit Usage which is required for Lenders or any change in of them to take any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, action hereunder; (e) change the release Pro Rata Share or Voting Percentage of any Guarantor of Payment, Lender (except for any change resulting from Section 2.14 or Section 10.7); or (f) amend this Section, or any amendment to this Section 10.3 provision herein providing for consent or Section 8.5 hereof. Notice of amendments other action by all Lenders; and, provided further, that (i) no amendment, waiver or consents ratified consent shall, unless in writing and signed by the Banks hereunder Issuing Lender in addition to the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application 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 Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, any Lender that has a Voting Percentage of zero shall immediately be forwarded by Borrower not have any right to all Banks. Each Bank approve or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized by this Sectionhereunder, regardless except that the Pro Rata Share of its failure to agree theretosuch Lender may not be increased (except for any such increase resulting from Section 2.12 or Section 2.14) without the consent of such Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the NotesLoans, the payment date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal o f the Default Rate shall not constitute a decrease in interest rate of this Section 10.3), or in any amount of scheduled principal or interest due on any NoteLoan, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, in the event of such an amendment, modification, termination or waiver of any provision of any Loan Document or consent to any variance therefrom, the effect of which is included in any of items (i) through (vi) below, unanimous consent of the Banks shall be required with respect to (ai) any increase in the EXIM Commitment hereunder, (bii) extend the extension of maturity of the Notes, the payment date of principal and interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (ciii) any reduction in reduce the rate of interest on the Notes, Notes or in any amount of principal or interest due on any Note, Note or the payment of any facility or other fees hereunder or any change in the manner of pro rata application of any payments made by U.S. Borrower to the Banks hereunder, (div) any change in any percentage voting requirement, voting rights, or the Majority Banks definition of "Required Banks" in this Agreement, (ev) the release of any Guarantor of PaymentPayment or any collateral securing any part of the Debt (other than any such release of collateral pursuant to a Permitted Disposition), or (fvi) make any amendment to this Section 10.3 or Section 8.5 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by U.S. Borrower to all Banks. Each Bank 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. Any amendment to this Agreement or any other Loan Document shall further require the consent of any U.S. Borrower that is a party thereto. Further, no Guarantor of Payment or collateral securing any part of the Debt shall be released other than as permitted in (v) above without the prior written consent of EXIM Bank. (b) In the event that Agent requests the consent of a Bank pursuant to this Section 10.3 and such Bank shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Bank shall be deemed to have consented to matter that was the subject of the request. In the event that Agent requests the consent of a Bank pursuant to this Section 10.3 and such consent is denied, then Agent may, at its option, require such Bank to assign its interest in the EXIM Loans to any other Bank or Banks so designated by Agent or to any other Person designated by Agent (the "Designated Bank"), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Bank, which interest and fees shall be paid when collected from U.S. Borrower. In the event Agent elects to require the Bank to assign its interest to a Designated Bank, Agent or the Designated Bank will so notify such Bank in writing within forty-five (45) days following such Bank's denial, and such Bank will assign its interest to the Designated Bank no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Bank, the Designated Lender and Agent.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment hereunderAmount without the unanimous consent of all of the Banks, (b) the extension of maturity of the NotesMaturity Date, the payment date of interest thereunderor principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder in each case without the consent of each Bank directly affected thereby, (c) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunderhereunder in each case without the unanimous consent of all of the Banks, (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this AgreementAgreement in each case without the unanimous consent of all of the Banks, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.09 hereof, without the unanimous consent of all of the Banks or (f) any amendment to this Section 10.3 10.03 or Section 8.5 hereof8.04 hereof without the unanimous consent of all of the Banks. In addition, the Commitment of any Bank may not be increased without the prior written consent of such Bank (even if such Bank is a Defaulting Bank). Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Agent to all Banks. Each Bank 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. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks may be effected with the consent of the applicable Banks other than Defaulting Banks), except that any waiver, amendment or modification requiring the consent of all Banks that by its terms affects any Defaulting Bank disproportionately adversely relative to other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment hereunderAmount (other than pursuant to the provisions of Section 2.07) without the unanimous consent of all of the Banks, (b) the extension of maturity of the NotesMaturity Date, the payment date of interest thereunderor principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder in each case without the consent of each Bank directly affected thereby, (c) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunderhereunder in each case without the unanimous consent of all of the Banks, (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this AgreementAgreement in each case without the unanimous consent of all of the Banks, (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 Banks or (f) any amendment to this Section 10.3 10.03 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Commitment hereunderCommitments without the unanimous consent of all of the Lenders, (b) the extension of maturity of the NotesMaturity Date, the payment date of interest thereunderor principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks hereunderLenders 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 Majority Banks Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (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 10.3 10.03 or Section 8.5 hereof8.04 hereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Commitment of any Lender may not be increased without the prior written consent of such Lender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all BanksLenders. Each Bank 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. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders 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 require the consent of such Defaulting Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Agent on its behalf, and without further consent of any Lender (but with the consent of the Borrowers and the Agent), to amend and restate this Agreement and the other Loan Documents if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other Debt owing to it or accrued for its account under this Agreement and the other Loan Documents.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder not expressly delegated to the Administrative Agent, and no consent to any variance departure by Borrower or any other Loan Party therefrom, shall 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 same 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 in writing and signed 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 Majority Banks and then such waiver Administrative Agent under this Section 8.2) or consent shall be effective only (ii), in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent case of the Banks shall be following actions, all of the Lenders or such other group of Lenders as are then required with respect to approve of such action under the Co-Lender Agreement: (a) any increase in To amend, modify, forgive, reduce or waive the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunderprincipal of, or the payment amount of facility principal under, principal prepayments on, interest or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notespayable on, or in any amount of principal or interest due on any Note, or the amount of the Commitments or the 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 under the Loan Documents or to waive a Default consisting of the failure of Borrower to pay when due principal, interest or any 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 the amount of fees payable by Borrower hereunder); (b) To postpone any date fixed for any payment of facility or other fees hereunder 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 Commitments; (c) To amend the provisions of the definition of “Default”, “Required Lenders”, or “Facility Termination Date” or the provisions of Section 2.5 or of Section 6.18; (d) To amend or waive this Section 8.2; (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 in the manner of pro rata application distribution of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rightsLenders or the Administrative Agent, or the Majority Banks definition in this Agreement, (e) the release allocation of any Guarantor such payments among the Lenders; and, in the case of Paymentany amendment, modification or (f) supplement of or to any amendment Loan Document to this 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 10.3 2.4 or Section 8.5 hereof. Notice of amendments or consents ratified Article 10, signed by the Banks hereunder Administrative Agent. In addition, the Administrative Agent agrees that it shall immediately 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 forwarded entitled to rely on any such approval given by Borrower the Administrative Agent without any obligation to all Banksconfirm that the Administrative Agent has obtained any such approval from the Required Lenders. Each Bank No amendment, modification, supplement, extension, termination or other holder waiver or consent may be effective to require a Lender to fund more than its Commitment of a Note shall be bound by Request for an Advance, without the approval of any Lender affected thereby. Any amendment, modification, supplement, termination, waiver or consent obtained as authorized by pursuant to this SectionSection 8.2 shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.10(b) hereof), (b) the extension of maturity of the NotesLoans, the payment date of interest or scheduled principal thereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of scheduled principal or interest due on any NoteLoan, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or material amount of Collateral securing the Obligations, except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 11.3 or Section 8.5 9.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower or Canadian Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to the Intercreditor Agreement, this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.62

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.11(b) hereof), (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesNotes (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Note, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunderhowever, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any that no such amendment, waiver or consent obtained as authorized shall: (a) waive any condition set forth in Section 3.02 without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 6.01) without the written consent of such Lender; (c) postpone any date fixed by this SectionAgreement or any other Loan Document for any scheduled payment of principal, regardless interest, fees or other amounts due to the Lenders (or any of its failure them) or waive or excuse any such payment or postpone any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to agree clause (ii) of the second proviso to this Section 9.04) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (e) change Section 9.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (f) amend Section 2.12 without the written consent of the Borrower, the Administrative Agent and Lenders holding Commitments aggregating at least 662/3% of the aggregate amount of the Commitments; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof 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 written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) Section 9.05(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in the method for computing interest or fees on the Notes, (e) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (ef) the release of any Guarantor of Payment, or (fg) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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. In addition, Section 10.11 hereof may not be amended without the prior written consent of any Designating Bank, as defined in Section 10.11 hereof, affected thereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the NotesLoans, the payment date of interest or principal thereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any NoteLoan, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or material amount of Collateral securing the Obligations, except as contemplated in Section 9.8 hereof and as otherwise permitted under this Agreement (including without limitation, releases which occur automatically and without any additional consent by Agent or any Lender), or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest on any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance departure by the Borrower or any other party therefrom, shall 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 at the direction of the Majority Banks) (and, in the case of amendments, modifications or supplements of or to any Loan Document to which a Borrower is a party, the approval in writing of the Borrower), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; and, without the contrary notwithstanding, unanimous consent approval in writing of all the Banks shall directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be required with respect to 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 Commitment hereunderinterest 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 extension of maturity provisions of the Notes, the payment date definitions of interest thereunder“Maturity Date”, or the payment “Majority Banks” or of facility or other fees or amounts payable hereunder, this Section; or (c) To amend or modify any reduction in provision of this Agreement that expressly requires the rate consent or approval of interest on all the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any In addition, no amendment, modification, supplement, termination, waiver or consent obtained as authorized 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 Section, regardless of its failure to agree theretoAgreement or any Note.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any collateral securing any part of the Debt or the release of any Guarantor of Payment, except for the release of any collateral or any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.5 8.04 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower to all BanksLenders. Each Bank 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. In addition, Section 10.13 hereof may not be amended without the prior written consent of any Designating Lender, as defined in Section 10.13 hereof, affected thereby.

Amendments; Consents. No Except as otherwise expressly provided herein, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility commitment or other fees or amounts payable hereunderhereunder (including, without limitation, any change in the method used to compute such interest or fees), (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of PaymentPayment with assets in excess of One Million Dollars ($1,000,000) or, in addition to any release of collateral contemplated in Section 5.12 hereof, any release of collateral in excess of the aggregate of One Million Dollars ($1,000,000) during each calendar year (Agent is authorized by the Lenders to execute appropriate release documents in connection with the foregoing), or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower TCC to all Banksthe Lenders. Each Bank 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.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Borrower Party therefrom shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Administrative Agent and all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Banks shall may be required with respect to effective: (a) To reduce the amount of principal, principal prepayments or the rate of interest payable on, any Loan, or the amount of any fee or other amount payable to any 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 any Borrower Party to pay when due principal, interest or any commitment fee; (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 any installment of any commitment fee, to extend the term of, or, except as provided in SECTION 2.12, 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 Commitment hereunderof any Lender) or, (b) except as provided in SECTION 2.12, modify the extension Pro Rata Share of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, any Lender; (c) any reduction in To amend the rate provisions of interest on the Notes, definition of "REQUISITE LENDERS," this SECTION 10.01 or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, SECTION 10.06; (d) any change in any percentage voting requirement, voting rights, Release all or substantially all of the Majority Banks definition in this Agreement, Subsidiary Guarantors; or (e) To amend any provision of this Agreement that expressly requires the release consent or approval of any Guarantor of Paymentall Lenders. PROVIDED, or HOWEVER, that (fi) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by the Issuing Lender in addition to the Requisite Lenders or all Lenders, as authorized the case may be, affect the rights or duties of the 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 the Requisite 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 the Requisite 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 SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Administrative Agent.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunderaggregate amount of the Commitments hereunder or of the amount of any Bank's Commitment, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility 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, (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.3 9.3 or Section 8.5 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance departure by the Borrower or any other party therefrom, shall 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 at the direction of the Majority Banks) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; and, without the contrary notwithstanding, unanimous consent approval in writing of all the Banks shall directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be required with respect to effective: (a) To increase any Bank’s Commitment, extend scheduled payment dates of any Loan or Note beyond the Maturity Date, reduce the rate of interest (other than any waiver of any increase in the Commitment hereunderinterest rate applicable to any of the Loans pursuant to Section 3.6) or fees or other amounts owing to the Bank, reduce or forgive the principal amount of the Loans, or extend any scheduled payment dates of principal, interest or fees, or otherwise reduce the principal amount of the Obligations; (b) To amend or modify the extension of maturity provisions of the Notes, the payment date definitions of interest thereunder“Maturity Date”, or the payment “Majority Banks” or of facility or other fees or amounts payable hereunder, this Section 11.2; (c) To amend or modify any reduction in provision of this Agreement that expressly requires the rate consent or approval of interest on all the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, Banks; or (d) any change in any percentage voting requirementTo extend the Availability Period. In addition, voting rightsno amendment, or the Majority Banks definition in this Agreementmodification, (e) the release of any Guarantor of Paymentsupplement, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendmenttermination, waiver or consent obtained as authorized 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 SectionAgreement or any Note. Any amendment, regardless modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks, the Administrative Agent and the Borrower. Copies of its failure all amendments, modifications, supplements, terminations, waivers and consents shall be distributed to agree theretothe Administrative Agent, each Bank and the Borrower.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect: (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Loan or Note of such Lender, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or hereunder, or the payment of facility or other fees or amounts payable hereunder, ​ (cii) any reduction in the rate of interest on the Notesany Loan or Note of such Lender, or in any amount of principal or interest due on any NoteLoan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or the payment of facility or other fees hereunder or waiver covered by this clause (ii); or (iii) any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks Lenders hereunder, or ​ (div) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or ​ (ev) any increase in the dollar amount or percentage of such ▇▇▇▇▇▇’s Commitment without such ▇▇▇▇▇▇’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 Guarantor portion of Paymentcollateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or (fviii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or ​ (ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 10.3 or Section 8.5 hereof15.1 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. ​ 1095144433\6\AMERICAS ​ Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower the Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, 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 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 amend, 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 (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

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 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, (b) the extension of maturity of the NotesCommitment Period, the Maturity Date, the payment date of interest thereunderor 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 NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or any change in the manner 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 Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or Borrower Guaranty, except in connection with a transaction permitted pursuant to Section 5.09 hereof, or (f) any amendment to this Section 10.3 or Section 8.5 8.04 hereof. In addition, the Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Agent to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance departure by the Borrower or any other Party therefrom, shall may in any event be effective unless the same shall be in writing and signed by the Majority Banks Administrative Agent with the approval in writing of the Requisite Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; and, without the contrary notwithstandingapproval in writing of all the Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Banks shall may be required with respect to effective: (a) any increase in To (i) amend or modify the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunderprincipal of, or the payment amount of facility or other fees or amounts payable hereunderprincipal, principal repayments on, any Revolving Obligation, (cii) any reduction in increase the amount of the Commitments, or (iii) decrease the rate of interest on or any other fee or amount payable to any Lender under the NotesLoan Documents; (b) 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 Revolving Obligation or any installment of any credit fee payable to any Lender, to extend the Maturity Date or any date upon which any payments of principal are due, or in to release any amount of principal or interest due on any Note, or Collateral for the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, Revolving Obligations (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified except as may be expressly permitted by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank Loan Documents); (c) To amend, modify or other holder waive the provisions of a Note shall be bound by any amendment, waiver the definitions of "AVAILABLE CASH FLOW" or consent obtained as authorized by "REQUISITE LENDERS" or amend or modify this Section, regardless of its failure to agree thereto.Sections 7.5, Article 8, or Sections 13.18, 13.24, 13.26, 13.27 or 13.28;

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, no consent to any variance therefrom, departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to payment in full of the Obligations shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Banks shall be required with respect to shall: (a) any extend or increase in the Commitment hereunder, of any Lender without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the extension delay or waiver of maturity any mandatory prepayment) of the Notesprincipal, the payment date of interest thereunderinterest, or the payment of facility fees or other fees amounts due to the Lenders (or amounts payable hereunderany of them), including the Maturity Date, in each case without the written consent of each Lender directly affected thereby; (c) any reduction in reduce the principal of, or the rate of interest on the Notesspecified herein on, any Loan or in any amount of principal or interest due on any Note, or the payment of facility fees or other fees amounts payable hereunder or under any change other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Requisite Lenders shall be necessary (i) to amend the definition of “Default Rate” (so long as such amendment does not result in the manner Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of pro rata application of any payments made by the Borrower to pay interest at the Banks hereunder, Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein); (d) change the provisions requiring pro rata payments to the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any change in any percentage voting requirement, voting rights, provision of this Section or the Majority Banks definition in of “Requisite Lenders” or any other provision hereof 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 written consent of each Lender; (f) release the Borrower or all or substantially all of the Guarantors from this Agreement, any Guaranty or release any material Security Document to which any such Person is a party without the written consent of each Lender, except to the extent such Person is the subject of a Disposition permitted by the provisions of this Agreement or such Security Document (e) the in which cases such release of any Guarantor of Payment, may be made by Administrative Agent acting alone); or (fg) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to this Section 10.3 approve or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its failure to agree thereto.terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Fusion NBS Acquisition Corp. Credit Agreement

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous (x) the consent of the Banks Supermajority Lenders shall be required with respect to (a) change the definition of the terms “Excess Availability”, or “Borrowing Base”, or any increase in component definition used therein (including the Commitment hereunderdefinitions of “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible M&E”, “Eligible Real Property”, “Eligible Aircraft”, “Fair Market Value”, “NOLV” and “Value”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Reserves and (b) increase the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction percentages set forth in the rate term “Borrowing Base” or add any new classes of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any eligible assets thereto; provided however that no such amendment, waiver or consent obtained as authorized by shall: ▪ (a) extend or increase the Commitment of any Lender, or reinstate the Commitment of any Lender after the termination of such Commitment pursuant to this SectionAgreement, regardless in each case without the written consent of its failure such ▇▇▇▇▇▇ (it being understood that a waiver of any condition precedent set forth in Section 3.2 or the waiver of (or amendment to agree thereto.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);

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect: (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Loan or Note of such Lender, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or hereunder, or the payment of facility or other fees or amounts payable hereunder, ​ (cii) any reduction in the rate of interest on the Notesany Loan or Note of such Lender, or in any amount of principal or interest due on any NoteLoan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or the payment of facility or other fees hereunder or waiver covered by this clause (ii); or (iii) any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks Lenders hereunder, or ​ (div) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or ​ (ev) 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 Guarantor portion of Paymentcollateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or (fviii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or ​ (ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 10.3 or Section 8.5 hereof15.1 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 Banks Lenders hereunder shall immediately be forwarded by Borrower the Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, 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 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 amend, 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 (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 effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given). Anything herein to the contrary notwithstanding, unanimous Unanimous consent of the all Banks shall be required with respect to (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Note, or the payment date of interest interest, principal and/or fees thereunder, or the payment of facility or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks hereunder, or (diii) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or (eiv) any change in the release dollar amount or percentage of the Banks' Commitments or any Guarantor of PaymentBank's Commitment, or (fv) any amendment change in amount or timing of any fees payable under this Agreement, or (vi) any release of the Guarantors of Payment or any thereof from any obligation of under any Guaranty of Payment or release the Borrowers from their obligations under Section 5.5, or (vii) any change in any provision of this Agreement which requires all of the Banks to take any action under such provision or (viii) any change in Section 11.4(b), 13.1, 13.2 or this Section 10.3 or Section 8.5 hereof14.1 itself. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower the Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect: (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Loan or Note of such Lender, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or the payment of facility or other fees or amounts payable hereunder, or (cii) any reduction in the rate of interest on the Notesany Loan or Note of such Lender, or in any amount of principal or interest due on any NoteLoan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or the payment of facility or other fees hereunder or waiver covered by this clause (ii); or (iii) any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks Lenders hereunder, or (div) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or (ev) any increase in the dollar amount or percentage of such ▇▇▇▇▇▇’s Commitment without such ▇▇▇▇▇▇’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 Guarantor portion of Paymentcollateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or (fviii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 10.3 or Section 8.5 hereof15.1 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 Banks Lenders hereunder shall immediately be forwarded by Borrower the Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, 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 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 amend, modify or otherwise affect the rights or duties of any of the Agent without its prior written consent; and (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 effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).

Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by any Borrower Party therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then the Borrower or the applicable Borrower Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein ; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the contrary notwithstandingLenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, unanimous or the rate of interest specified herein on, any Loan or Letter of Credit , or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Banks Requisite Lenders shall be required with respect necessary (i) to (a) amend the definition of "Default Rate" or to waive any increase in the Commitment hereunder, (b) the extension of maturity obligation of the Notes, Borrower to pay interest at the payment date Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in such amendment would be to reduce the rate of interest on the Notes, any Loan or in Letter of Credit or to reduce any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks fee payable hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, ; (e) change Section 2.08 in a manner that would alter the release pro rata sharing of any Guarantor payments required thereby without the written consent of Payment, or each Lender; (f) change any amendment to provision of this Section 10.3 or Section 8.5 hereof. Notice the definition of amendments "Requisite Lenders" or consents ratified any other provision hereof 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 written consent of each Lender; or (g) release all or a material part of the Collateral, or release any Guarantor from any Guaranty, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Banks hereunder 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 Application 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 Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall immediately be forwarded by Borrower have any right to all Banks. Each Bank approve or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized by this Sectionhereunder, regardless except that the Commitment of its failure to agree theretosuch Lender may not be increased or extended without the consent of such Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect: (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Loan or Note of such Lender, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or the payment of facility or other fees or amounts payable hereunder, or (cii) any reduction in the rate of interest on the Notesany Loan or Note of such Lender, or in any amount of principal or interest due on any Note, Loan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that neither any amendment to Section 9.8 or the payment defined terms used therein nor the waiver of facility interest or other fees hereunder Risk Participation Fees at the Increased Rate during an Event of Default shall be construed to be an amendment, modification or waiver covered by this clause (ii); or (iii) any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks Lenders hereunder, or (div) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or (ev) any increase in the dollar amount or percentage of such ▇▇▇▇▇▇’s Commitment without such ▇▇▇▇▇▇’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 Guarantor portion of Paymentcollateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents other than in accordance with this Agreement, or any release of all or substantially all of the value of the guarantees provided by the Guarantors other than in accordance with this Agreement, or (viii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision, or (ix) contractually subordinate the Obligations in right of payment to any other Indebtedness for borrowed money of the Loan Parties other than Indebtedness that is expressly permitted by the Loan Documents as in effect on the Closing Date to be senior in right of payment to the Obligations, or (fx) any amendment to change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 10.3 or Section 8.5 hereof15.1 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 Banks Lenders hereunder shall immediately be forwarded by Borrower the Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, 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 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 amend, modify or otherwise affect the rights or duties of any of the Agents, the Swingline Loan Lender or the Letter of Credit Issuer without its prior written consent; and (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 effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph). The Agents and the Lenders hereby agree that any Borrower (other than Holdings) shall be automatically discharged and released from its obligations under this Agreement and the other Loan Documents upon the Lead Agent’s receipt of written notice from Holdings that such Borrower shall cease to be a Borrower hereunder, so long as (i) no Event of Default has occurred and is continuing at the time of such notice and (ii) such Borrower has been released and discharged (or will be released and discharged concurrently with the release of such Borrower hereunder), whether as borrower, obligor, and/or guarantor, from all obligations under any credit facility representing Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, in each case, in an amount exceeding $100,000,000 individually. The Lenders hereby authorize the Agents, and each Agent ▇▇▇▇▇▇ agrees, to execute and deliver any release documentation reasonably requested by the Borrowers to evidence such discharge and release.

Amendments; Consents. No amendmentSo long as any Senior Indebtedness (including any letter of credit or lender guarantee) is outstanding or there is a commitment to lend any Senior Indebtedness (including any commitment under the Senior Debt Documents) the terms of the Debentures may be amended only with the consent of the Principal Lender, modificationif any. Notwithstanding the foregoing, terminationwithout the consent of the Principal Lender, the Debentures may be amended by the Company and the Holders (x) to cure any ambiguity, defect or inconsistency that does not affect the subordination provisions hereof or the rights of the Senior Lenders, (y) waive or cure any Event of Default hereunder so long as the such waiver or amendment does not change the Maturity Date of the Debentures to an earlier date and (y) to extend the Maturity Date. In addition to the foregoing, no amendment or waiver of any provision of any Loan Document nor consent to any variance therefromthis Agreement, shall be effective unless the same shall be in writing and signed by Holders holding at least a majority of the Majority Banks and principal amount of Debentures then such waiver or consent shall be effective only in outstanding; PROVIDED, HOWEVER, that, without the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous written consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity all of the NotesHolders of the Debentures, no such action may extend the Maturity Date, or reduce the rate or extend the time of payment date of interest thereunderthereon (except as required under Section 7.3), or reduce the payment of facility or other fees or amounts payable hereunderprincipal amount thereof, (c) any reduction in the rate of interest on the Notesif any, thereon, or in reduce any amount of principal payable on redemption or interest due on any Noterepurchase thereof, impair, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirementrespect adverse to the Holders, voting rightsthe obligation of the Company to repurchase any Debenture at the option of the Holder upon the happening of a Change of Control, change the currency in which the Debentures are payable, or impair or change in any respect adverse to the Majority Banks definition in this Agreement, (e) Holders the release of any Guarantor of Paymentright to convert the Debentures into Common Stock subject to the terms set forth herein, or (f) reduce the aforesaid percentage of Debentures, the Holders of which are required to consent to any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any such amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunderhereunder or any part thereof, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks all Lenders shall be required with respect to any amendment, modification, termination, or waiver which would effect: (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Note, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or the payment of facility or other fees or amounts payable hereunder, or (cii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any NoteNote or in the rate or amount of fees payable pursuant to Section 3.4, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Banks Lenders hereunder, or (diii) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or (eiv) any increase in the dollar amount or percentage of the Lenders’ Commitments or any Lender’s Commitment without such Lender’s written consent; or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any Guarantor portion of Paymentcollateral, if any, or any release of any Borrower from its obligations under Article 5, or (fvii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 10.3 or Section 8.5 hereof15.1 itself. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower the Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, 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 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; and (ii) 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 Borrower may replace such non-consenting Lender in accordance with Section 15.15; 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 Borrowers to be made pursuant to this paragraph). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Amended Credit Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks, the Super Majority Banks or all of the Banks as appropriate 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. Anything herein to the contrary notwithstanding, unanimous Unanimous consent of the Banks Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by amount) of the Notes, shall be required with respect to (ai) any increase in the Commitment hereunderany Commitment, (b) the extension of maturity of the Notes, Notes or the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder Note or any change in the manner of pro Pro rata application of any payments made by Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (diii) any change in any percentage voting requirement, voting rightsrequirements in this Amended Credit Agreement, or the Majority Banks definition in this Agreement, (eiv) the release of the Amended Guaranty or any Guarantor other guarantee in favor of Paymentthe Banks, or (fv) any amendment to the definitions of Required Banks, Super Majority Banks or Reference Banks set forth herein or to this Section 10.3 13.02, or Section 8.5 hereof(vi) any material amendment to any representation, warranty, covenant, Possible Default, Event of Default or remedy provided for hereunder. Notice The consent of amendments or consents ratified by the Banks hereunder holders of eighty percent (80%)(by amount) of the Notes (the "Super Majority Banks") shall immediately be forwarded by Borrower to all Banks. Each Bank required for any amendments, modifications 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 changes to agree theretoSection 8.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination 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, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity or postponement of the NotesRevolving Credit Maturity Date, the payment date dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the Notes, or in any amount amounts of principal or interest due on any Note, Note or the payment of facility or other fees hereunder 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 Banks hereunderLenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks 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 Guarantor of Paymentmaterial Collateral other than as provided below, or (fh) any amendment to this Section 10.3 9.14 or to Section 8.5 hereof9.16 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, or (ii) 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 Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Agent to all BanksLenders. Each Bank 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. 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 (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), and the Cash 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 (iv) as required to effect 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 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 (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans 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, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination 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, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity or postponement of the NotesRevolving Credit Maturity Date, the payment date dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the Notes, or in any amount amounts of principal or interest due on any Note, Note or the payment of facility or other fees hereunder 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 Banks hereunderLenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks 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 Guarantor of Paymentmaterial Collateral other than as provided below, or (fh) any amendment to this Section 10.3 9.14 or to Section 8.5 hereof9.16 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, or (ii) 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 Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Agent to all BanksLenders. Each Bank 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. 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 (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), and the Cash 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 (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 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 (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans 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, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunderhereunder or any part thereof, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or, except as set forth in the first sentence of this Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.3 or Section 8.5 8.4 hereof. In addition, Section 10.11 hereof may not be amended without the prior written consent of any Designating Bank, as defined in Section 10.11 hereof, affected thereby. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 10.3 , regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderhereunder (except as specified in Section 2.11(b) hereof), (b) the extension of maturity of the NotesDebt, the payment date of interest or principal thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesDebt, or in any amount of principal of or interest due on any Notethe Debt, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank 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.

Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that any amendment, modification, termination, or waiver of any provision of Section 2.02(c) shall also require the consent of all LC Issuers. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunderhereunder except as permitted by Section 2.10(b) of this Agreement, (b) the extension of maturity of the NotesLoans, the payment date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.5 8.05 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower to all BanksLenders. Each Bank 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. Notwithstanding any of the foregoing, this Agreement may be amended to extend the Commitment Period or to provide for additional Commitments in the manner contemplated by Section 2.10(b) and without any additional consent. (b) If, (i) any Lender becomes a Defaulting Lender or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any provisions hereof as contemplated by this Section 10.03 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”), then Borrower may, at its sole expense and effort, upon notice to such Defaulting Lender or Non-Consenting Lender, as applicable, and Agent, require such Defaulting Lender or Non-Consenting Lender, as applicable, to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an assignee that is an eligible assignee under Section 10.10(a) of this Agreement that shall assume such obligations; provided that (A) Borrower shall have received the prior written consent of Agent and each LC Issuer, which consents shall not be unreasonably withheld or delayed, (B) such Defaulting Lender or Non-Consenting Lender, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including any prepayment costs under Section 2.08 and any other amounts accrued and owing to such Defaulting Lender or Non-Consenting Lender, as applicable, under Article 3 hereof, and (C) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, such assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Defaulting Lender or Non-Consenting Lender, as applicable, and is being replaced in accordance with this Section 10.03(b), it shall execute and deliver to Agent an Assignment Agreement to evidence such assignment and shall deliver to Agent any Notes previously delivered to such Defaulting Lender or Non-Consenting Lender, as applicable. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Amendments; Consents. No amendment, modification, termination, supplement or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by the Borrower or any Guarantor therefrom shall be effective unless the same shall be in writing and signed by Majority Lenders and the Majority Banks Borrower or the respective Guarantors a party thereto and acknowledged by the Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by the contrary notwithstandingAgent and all Lenders, unanimous consent do any of the Banks shall be required with respect to following: (a) increase or extend any increase in the Commitment hereunder, of any Lender; (b) the extension of maturity of the Notes, the payment postpone or delay any date of interest thereunder, fixed by this Agreement or the any other Loan Document for any payment of facility principal, interest, fees or other fees amounts due to Lenders (or amounts payable hereunder, any of them) hereunder or under any other Loan Document; (c) any reduction in reduce the principal of, or the rate of interest specified herein on the Notesany Loan, or in any amount of principal or interest due on any Note, or the payment of facility fees or other fees amounts payable hereunder or under any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, other Loan Document; (d) any change in any percentage voting requirement, voting rights, or modify the definition of “Majority Banks definition in this Agreement, Lenders”; (e) the release of amend this Section 10.1, or any Guarantor of Payment, provision herein providing for consent or other action by all Lenders; or (f) discharge any amendment to this Section 10.3 Guarantor, or Section 8.5 hereof. Notice release all or a material portion of amendments the Collateral except as otherwise may be provided for herein or consents ratified by where the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank consent of Majority Lenders only is specifically provided for herein or other holder of a Note shall be bound by any therein; provided, further, that no amendment, waiver or consent obtained shall, unless in writing and signed by the Agent in addition to Majority Lenders or all Lenders, as authorized by the case may be, amend Article 9 hereof or otherwise affect the rights or duties of the Agent under this Section, regardless of its failure to agree theretoAgreement or any other Loan Document.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefromtherefrom (except with respect to Exhibit I attached hereto), shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Exhibit I hereto may be amended, supplemented, replaced or otherwise modified from time to time at the written request of Borrower and upon the written consent of Agent and the LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunderhereunder except as permitted by Section 2.10(b) of this Agreement, (b) the extension of maturity of the NotesLoans, the payment date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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.8.05

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility 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, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of any Guarantor Pledgor or, except as set forth in the first sentence of Paymentthis Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to Borrower to all and each of the Banks. Each Bank 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.

Amendments; Consents. No amendmentSolely with respect to any amendment pursuant to Section 13.1 of the Agreement, modificationthis Series Supplement and the Agreement may be amended from time to time by the Servicer, terminationthe Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or waiver delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any provision Investor Certificate of any Loan Document nor such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any variance therefromsuch amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, shall be effective unless in each case without the same shall be in writing consent of all such Investor Certificateholders. The Transferor and signed the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Majority Banks and then such waiver or consent shall be effective only Rating Agency specified in the specific instance and Series 1994-2 Supplement, for the specific purpose for Transferor to take any action which given. Anything herein pursuant to the contrary notwithstandingAgreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, unanimous such action can only be taken by the Transferor upon receiving written consent of the Banks shall be Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to (a) any increase in which the Commitment hereunderRating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, (b) the extension of maturity Transferor can only take such action upon receiving written consent of the NotesHolders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the payment date Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of interest thereunder, the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the payment Class A Certificates or Class B Certificates are not then rated it shall have received written consent of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank 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 theretoeach Class A Certificateholder and Class B Certificateholder.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment hereunderAmount without the unanimous consent of all of the Lenders, (b) the extension of maturity of the NotesFive Year Term Loan Maturity Date or the Three Year Term Loan Maturity Date, the payment date of interest thereunderor principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunderLenders 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 Majority Banks Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (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 10.3 ‎Section 10.03 or Section 8.5 hereof‎Section 8.04 hereof without the unanimous consent of all of the Lenders. In addition, the Commitment of any Lender may not be increased without the prior written consent of such Lender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all BanksLenders. Each Bank 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. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders 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 require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks no such document shall be required with respect to (a) any increase in the Commitment hereunderof any Lender hereunder or any part thereof without the written consent of such Lender, (b) extend or postpone the extension of maturity of the NotesRevolving Credit Maturity Date, the payment date dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunderhereunder without the written consent of each Lender directly affected thereby, (c) any reduction in reduce the rate of interest on the Revolving Notes or Alternative Currency Notes, or in any amount amounts of principal or interest due on any Revolving Note or Alternative Currency 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 Borrower to the Banks hereunderLenders hereunder without the written consent of each Lender directly affected thereby, (d) any change in any percentage voting requirement, the voting rights, or the Majority Banks Required Lenders definition in this AgreementAgreement without the written consent of each Lender, (e) the release of any Guarantor of Paymentmaterial Collateral other than as provided below, or (f) make any amendment to this Section 10.3 10.14 without the written consent of each Lender, or (g) change Section 8.5 hereof2.15, without the written consent of each Lender other than any Defaulting Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative 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 Administrative Agent, the Swingline Lender and the Issuing Bank; 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. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Administrative Agent to all BanksLenders. Each Bank 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 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 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 the 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 Secured Obligations that are contingent in nature or unliquidated at such time), and the cash 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 Borrower 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 100% of the Equity Interest of a Subsidiary 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 the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the 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 (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans 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, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment hereunderAmount without the unanimous consent of all of the Lenders, (b) the extension of maturity of the NotesMarch 2024 Term Loan Maturity Date, the March 2020 Term Loan Maturity Date or the September 2022 Term Loan Maturity Date, the payment date of interest thereunderor principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunderLenders 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 Majority Banks Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (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 10.3 10.03 or Section 8.5 hereof8.04 hereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Effective Date Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Commitment of any Lender may not be increased without the prior written consent of such Lender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all BanksLenders. Each Bank 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. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders 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 require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, terminationsupplement, 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 Agent with the approval in writing of the Majority Lenders (and, in the case of amendments, modifications or supplements of or to any Loan Document nor consent to any variance therefromwhich the Borrower is a Party, shall be effective unless the same shall be approval in writing and signed by of the Majority Banks Borrower), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous consent of the Banks shall be required with respect to however, that (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by all the Lenders (other than any Lender which is, at such time, a Defaulting Lender), do any of the following at any time: (i) change the percentage of the Revolving Commitments or of the aggregate unpaid principal amount of the Revolving Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (ii) permit the creation, incurrence, assumption or existence of any Lien on any item of Collateral to secure any obligations other than Obligations owing to the Lenders, the Issuing Banks (other than any Third Party Issuer), the LC Guarantor and the Agent under the Loan Documents and other than indebtedness owing to any other Person, provided that, in the case of any Lien on any item of Collateral to secure indebtedness owing to any other Person, the Majority Lenders shall otherwise permit the creation, incurrence, assumption or existence of such Lien and, to the extent not otherwise permitted under Section 8.8, of such indebtedness, or (iii) amend this Section 13.2, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Lenders and each Lender affected by such amendment, waiver or consent, (i) increase the Revolving 108 Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Revolving Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Document to such Lender, (iii) postpone any date fixed for any payment of principal of, or interest on, the Revolving Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Document to such Lender, or (iv) change the order of application or amount of any prepayment set forth in Section 5.2 in any manner that materially adversely affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Bank or the LC Guarantor in addition to the Lenders required above to take such action, affect the rights or obligations of such Issuing Bank or the LC Guarantor, as authorized the case may be, under this Agreement or any other Loan Document; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this SectionAgreement or any Revolving Note or other Loan Document. Any amendment, regardless modification, supplement, termination, waiver or consent pursuant to this Section 13.2 shall apply equally to, and shall be binding upon, all of its failure the Lenders, the Issuing Banks, the LC Guarantor and the Agent. Nothing contained in this Section 13.2 shall prohibit or prevent the Majority Lenders from agreeing with the Borrower to agree theretoforbear in the exercise of remedies on account of any Default.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver (except for waivers by Administrative Agent otherwise expressly provided for herein) of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Borrower Party therefrom shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then acknowledged by Administrative Agent and Borrower, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Administrative Agent and all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent may be effective to: (a) Reduce the amount of principal or required principal payments of any Outstanding Obligations; provided, however, that only the consent of the Banks Required Lenders shall be required with respect in any instance where Lenders have the right to (a) consent to the release price of any increase in the Commitment hereunder, property or Persons being Disposed of; (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in Reduce the rate of interest payable on any Outstanding Obligations or the Notes, or in any amount of principal or interest due on any Note, or the payment of facility fee or other fees hereunder amount payable to any Lender under the Loan Documents (unless consented to by each Lender entitled to receive such fee or other amount); (c) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, commitment fee; (d) Postpone any change in date fixed for any percentage voting requirementpayment of principal of, voting rightsprepayment of principal of, or the Majority Banks definition in this Agreementany installment of interest on, any Loan or any installment of any commitment fee; (e) Postpone any date fixed for any scheduled reduction of the release of any Guarantor of Payment, or Commitments; (f) Extend the term of, or increase the amount of, any amendment Lender's Commitment without such Lender's approval (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); (g) Amend the definition of "Required Lenders" or this Section 10.3 10.01 or Section 8.5 hereof. Notice 10.06; (h) Increase the advance rates provided for in the definition of amendments "Borrowing Base" to any level above the advance rates in effect as of the Closing Date; (i) Amend any provision of this Agreement that expressly requires the consent or consents ratified by approval of all Lenders; (j) Release all or substantially all of the Banks hereunder shall immediately be forwarded by Borrower to Collateral other than in accordance with the terms of the Loan Documents; or (k) Release all Banks. Each Bank or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty other holder of a Note shall be bound by any than in accordance with the terms hereof or thereof; provided, however, that (i) no amendment, waiver or consent obtained as authorized shall, unless in writing and signed by Issuing Lender (in addition to Required Lenders or all Lenders, to the extent applicable), 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 Required Lenders or all Lenders, to the extent applicable), affect the rights or duties of Administrative Agent, (iii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender (in addition to Required Lenders or all Lenders, to the extent applicable), affect the rights or duties of Swing Line Lender, and (iv) 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 SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Administrative Agent.

Amendments; Consents. No Except as otherwise expressly set forth in this Agreement, no amendment, modification, terminationsupplement, 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 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 nor consent to any variance therefromwhich Borrower is a party, shall be effective unless the same shall be in writing and signed by ▇▇▇▇▇▇▇▇, and, in the Majority Banks case of any amendment, modification or supplement to Section 13 or Section 14, signed by Administrative Agent or Security Agent, respectively), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything ; and, 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 (it being understood that a waiver or 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 to on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the contrary notwithstanding, unanimous written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Banks Requisite Lenders shall be required with respect necessary (x) to amend the definition of “Default Rate” or to waive the obligation of Borrower to pay interest at the Default Rate or (ay) to amend any increase in financial covenant (or any defined term directly or indirectly used therein), even if the Commitment hereunder, (b) the extension effect of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in such amendment would be to reduce the rate of interest on any Loan or other Obligation under the NotesLoan Documents or to reduce any fee payable hereunder); 16.3 to postpone any date fixed for any payment of principal of, or in interest on, any amount of principal or interest due on any NoteLoan, or the payment of facility any fees or other fees amounts payable hereunder or under any other 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 change Section 2.13 or Section 12.10 in a manner that would alter the 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 manner definition of pro rata application “Borrowing Base,” without the written consent of any payments made by Borrower all the Lenders; 12. 16.6 to (i) release all or a substantial portion of the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or Collateral from the Majority Banks definition in this Agreement, (e) Lien of the release of any Guarantor of PaymentCollateral Documents if the effect thereof would be to cause a Borrowing Base Deficiency, or (fii) any amendment to this Section 10.3 amend the provisions of the definition of “Requisite Lenders,” or Section 8.5 hereof. Notice (iii) release all of amendments or consents ratified by substantially all of the Banks hereunder shall immediately be forwarded by Borrower to value of the Subsidiary Guaranties of the Obligations, in each case without the written consent of all Banks. Each Bank 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.the Lenders; 12

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunderCommitment, (b) the extension of maturity of the NotesLoans, the payment date of interest or scheduled principal thereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any NoteLoan, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.5 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (ai) any increase in the Commitment hereunder, (bii) the extension of maturity of the Notes, the payment date of principal and interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (ciii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks hereunder, (div) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (ev) the release of any Guarantor of PaymentPayment or of any collateral securing any part of the Debt, or (fvi) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Borrowers to all Banks. Each Bank 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.. Any amendment to this

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the all Banks shall be required with respect to any amendment, modification, termination, or waiver which would effect (a) any increase in the Commitment hereunder, (bi) the extension of maturity of the Notesany Note, or of the payment date of interest thereunderinterest, principal and/or fees thereunder or hereunder, or the payment of facility or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any NoteNote or in the rate or amount of fees payable pursuant to Section 3.4, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Banks hereunder, or (diii) any change in any percentage voting requirement, voting rights, or the Majority Banks definition requirement in this Agreement, or (eiv) any change in the release dollar amount or percentage of the Banks' Commitments or any Guarantor of PaymentBank's Commitment, or (fv) any amendment change in amount or timing of any fees payable under this Agreement, or (vi) any release of (A) any portion of the Collateral (other than assets permitted to be sold or otherwise transferred pursuant to the provisions of this Agreement or of the Security Document encumbering such assets) or (B) the Subsidiary Guarantors or any thereof from any obligation under any Guaranty of Payment or release the Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Banks to take any action under such provision or (viii) any change in Section 11.4, Article 13 or this Section 10.3 or Section 8.5 hereof14.1 itself. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by the Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination 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, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity or postponement of the NotesRevolving Credit Maturity Date or the Term Loan Maturity Date, the payment date dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the Notes, or in any amount amounts of principal or interest due on any Note, Note or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Banks Lenders hereunder, (dc) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (ed) the release of any Guarantor of Paymentmaterial Collateral other than in connection with a Permitted Disposition which the Agent alone may release, or (fe) any amendment to this Section 10.3 9.14; 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 8.5 hereof2.6(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. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Agent to all BanksLenders. Each Bank 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. 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. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures, Term Credit Commitment and Unused Revolving Credit Commitment. A Defaulting Lender shall be deemed to have satisfied in full a default when and if, as a result of application of payments as provided in Section 2.15 of this Agreement, the Lenders’ respective pro rata shares of all outstanding Loans and unpaid reimbursement obligations have returned to those in effect immediately prior to such default and without giving effect to the nonpayment causing such default.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment hereunderAmount hereunder except in accordance with Section 2.06(b) hereof, (b) the extension of the Commitment Period, the maturity of the Notesany Loan, the payment date of interest thereunderor 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 NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or any change in the manner 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 Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.12 hereof, or (f) any amendment to this Section 10.3 or Section 8.5 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Agent to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunderhowever, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any that no such amendment, waiver or consent obtained as authorized shall: (a) waive any condition set forth in Article VIII without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.1) without the written consent of such Lender; (c) postpone any date fixed by this SectionAgreement or any other Loan Document for any payment or mandatory prepayment of principal, regardless interest, fees or other amounts due to the Lenders (or any of its failure them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to agree clause (ii) of the second proviso to this Section 11.2) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (e) change Section 11.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or (f) change any provision of this Section or the definition of "Requisite Lenders" or any other provision hereof 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 written consent of each Lender; (g) change any provision of this Agreement if such amendment, waiver or consent adversely affects the holders of the Term Notes without the written consent of the Lenders having Pro Rata Shares of the Term Commitment which are, in the aggregate, 51% or more of the Pro Rata Shares of the aggregate Term Commitment then in effect; (h) change any provision of this Agreement if such amendment, waiver or consent adversely affects the holders of the Revolving Notes without the written consent of the Lenders having Pro Rata Shares of the Revolving Commitment which are, in the aggregate, 51% or more of the Pro Rata Shares of the aggregate Revolving Commitment then in effect; (i) release from the Guaranties any Subsidiaries having aggregate total assets in excess of $5,000,000 except to the extent that such Subsidiaries are the subject of any Disposition permitted hereby, or to release any assets from the Liens of the Collateral Documents having a value in excess of $5,000,000 (other than in accordance with the terms of the Loan Documents), without the written consent of all Lenders; and, provided further, 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 application 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; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.8(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility 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, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of any Guarantor Pledgor or, except as set forth in the first sentence of Paymentthis Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to the Intercreditor Agreement, this Section 10.3 or Section 8.5 hereof. In addition, Section 10.11 hereof may not be amended without the prior written consent of any Designating Bank, as defined in Section 10.11 hereof, affected thereby. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to Borrower to all and each of the Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or of any Collateral or any other security for the Secured Debt, (f) any waiver to Section 4.14 hereof, or (fg) any amendment to this Section 10.3 11.3 or Section 8.5 9.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Borrowers to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunderamount of the Term Loan, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor Pledgor or, except as set forth in the first sentence of Paymentthis Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to the Intercreditor Agreement, this Section 10.3 or Section 8.5 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Agent to all ▇▇▇▇▇▇▇▇ and each of the Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Lenders’ Commitment hereunderhereunder or any part thereof, (b) the extension of maturity or postponement of the NotesRevolving Credit Maturity Date, the payment date dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Revolving Notes or Alternative Currency Notes, or in any amount amounts of principal or interest due on any Revolving Note or Alternative Currency Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Guarantor of Paymentmaterial Collateral other than in connection with a Permitted Disposition which the Administrative Agent alone may release, or (f) any amendment to this Section 10.3 10.14; 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 8.5 hereof2.6(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. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by Borrower the Administrative Agent to all BanksLenders. Each Bank 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. 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. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures and Unused Commitments.

Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower, any other Obligor or the Permitted Investor therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then the Borrower, the applicable Obligor or the Permitted Investor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunderhowever, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner 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 Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any that no such amendment, waiver or consent obtained as authorized shall: (a) waive any condition set forth in Section 8.1 without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of such Lender; (c) postpone any date fixed by this SectionAgreement or any other Loan Document for any payment or mandatory prepayment of principal, regardless interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (iv) of the second proviso to this Section 11.2) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (e) change Section 9.2(d) or Section 11.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (f) change any provision of this Section or the definition of “Requisite Lenders” or any other provision hereof 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 written consent of each Lender; (g) release any of the Collateral having an aggregate fair market value in excess of $2,000,000 (except as otherwise provided in any Loan Document); or (h) release any Guarantor from its failure guaranty of the Obligations without the written consent of each Lender (except as otherwise provided in any Loan Document); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to agree the Lenders required above, affect the rights or duties of the Issuing Lenders under this Agreement or any Letter of Credit application 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; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.8(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, except pursuant to Section 2.8(c) hereof, (b) the extension of maturity of the Notesany Loan, the payment date of interest or principal thereunder, or the payment of facility or other fees or amounts payable hereunderhereunder or the extension of the expiry date of any Letter of Credit beyond the last day of the Commitment Period, (c) any reduction in the rate of interest on the Notesany Loan, or in any amount of principal or interest due on with respect to any NoteLoan, or the payment of facility commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Required Banks definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower Borrowers to all Banks. Each Bank 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.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment hereunderAmount without the unanimous consent of all of the Lenders, (b) the extension of maturity of the NotesFive Year Term Loan Maturity Date, the Three Year Term Loan Maturity Date or the Eighteen Month Term Loan Maturity Date, the payment date of interest thereunderor principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any NoteLoan, or any reduction in the payment amount of facility or other fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunderLenders 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 Majority Banks Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (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 10.3 10.03 or Section 8.5 hereof8.04 hereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Commitment of any Lender may not be increased without the prior written consent of such Lender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all BanksLenders. Each Bank 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. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders 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 require the consent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no consent of waiver shall be effective to the extent additional obligations are imposed on Agent or Canadian Funding Agent (in its capacity as Agent or Canadian Funding Agent) without its consent. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Commitment, the US Revolving Credit Commitment hereunderor the Canadian Revolving Credit Commitment, (b) the extension of maturity of the NotesLoans, the scheduled (but not the date of any mandatory prepayment) payment date of interest or principal thereunder, or the payment date of facility facility, utilization or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any NoteLoan, or the payment of facility facility, utilization or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Banks Lenders hereunder, other than as provided in Section 2.14 hereof, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks Required Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of PaymentPayment (except in connection with a merger, disposition or other transaction permitted hereunder), or (f) any amendment to this Section 10.3 or Section 8.5 or 9.9 hereof. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Borrower Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Credit Party therefrom shall be effective unless the same shall be in writing and signed by the Majority Banks Requisite Lenders and then acknowledged by Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Agent and all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Banks shall may be required with respect to effective: (a) To reduce the amount of principal, principal prepayments or the rate of interest payable on, any Loan, or the amount of any fee or other amount payable to any 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 (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 any installment of any commitment fee, 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 Commitment hereunder, (bof any Lender) or modify the extension Pro Rata Share of maturity of the Notes, the payment date of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, any Lender; or (c) any reduction in To amend or waive the rate provisions of interest on the Notesdefinition of "Requisite Lenders", Sections 4, 9, this Section 10.01 or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, Section 10.06; or (d) To amend any change in any percentage voting requirement, voting rights, provision of this Agreement that expressly requires the consent or the Majority Banks definition in this Agreement, approval of all Lenders; or (e) the release of To discharge any Guarantor of PaymentGuarantor, or release or subordinate in any transaction or related series of transactions the Lien under the Collateral Documents in Collateral having a fair market value of more than $1,000,000, except as otherwise may be provided in the Collateral Document or except where the consent of the Requisite Lenders only is specifically provided for; provided that (fi) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by Letter of Credit Issuer in addition to Requisite Lenders or all Lenders, as authorized the case may be, affect the rights or duties of Letter of Credit Issuer, (ii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Agent, (iii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Swing Line Lender, (iv) the fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto; and (v) the Loans, Commitments and Pro Rata Shares may be transferred as contemplated by Section 10.04. Any amendment, modification, supplement, termination, waiver or consent pursuant to this SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Agent.