Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 3.01, 3.02 or 3.023.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c2.04(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder hereunder, (e) other than pursuant to Section 2.18)2.04(b) or Section 2.16 hereof, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.018.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no amendment or waiver of any Any provision of this AgreementAgreement or any other Loan Document may be amended, nor consent to any departure by modified or waived with the Borrower therefrom, shall in any event be effective unless Borrower's and the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given' prior written consent; provided, however, provided that (i) no amendment, modification or waiver or consent shall, unless in writing and signed by all that extends the Lenders, do any final maturity of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02Loans, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone postpones any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder hereunder, increases the Aggregate Revolving Credit Commitments (other than pursuant to Section 2.182.03(c)), (e) change forgives the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks Debt outstanding under this Agreement, releases any Guarantor of its obligations under the Guaranty, reduces the interest rate applicable to the Loans or the fees payable to the Lenders generally, affects this Section 12.04 or Section 12.06(a) or modifies the definition of "Required Lenders" shall be effective without consent of all Lenders; (ii) no amendment, modification or waiver which increases the Revolving Credit Commitment of any Lender shall be effective without the consent of such Lender; and provided (iii) no amendment, modification or waiver which modifies the rights, duties or obligations of the Agent shall be effective without the consent of the Agent; provided, further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (other than with respect to any amendment or waiver contemplated in clause (g) below (in the case of clause (g), to the extent permitted by Section 2.12), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.:

Amendments, Etc. Subject to Section 2.20(A) Except as otherwise set forth in this Agreement, no amendment amendment, modification, supplement or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or signed by the Administrative Agent with the consent of the Required Lenders) with a copy (electronic or otherwise) delivered to the Administrative Agent (such delivery to the Administrative Agent not to be a condition to the effectiveness of any such amendment, modification, supplement or waiver) (other than with respect to any amendment, modification, supplement or waiver contemplated in clause (a) (as it relates to extensions only), clause (b), clause (c), clause (h) or clause (j) below, which shall only require the consent of the relevant lenders directly and adversely affected thereby (in the case of clauses (a), (b) and (c)) or the Required Facility Lenders under the applicable Class, as applicable, in the case of clauses (h) and clause (j)) and the Borrower or the applicable Loan Party, as the case may be, and then each such waiver waiver, amendment, modification, supplement or consent shall be effective only in the specific instance and for the specific purpose for which givengiven (it being understood and agreed that, each of the following shall only require the consent of the Required Lenders and not any other Lenders regardless of the provisos below: (i) a waiver of any Default or Event of Default (other than any Default or Event of Default under Section 7.10), (ii) a waiver of the application of the Default Rate or any amendment thereto and (iii) subject to clause (i) of the first proviso below, any change to the definition of “Secured Net Leverage Ratio” or any other ratio used as a basis to calculate the amount of any principal or interest payment or in the component definitions thereof); providedprovided that, howeverno such amendment, that no amendmentmodification, supplement, waiver or consent shallshall (and any such amendment, unless in writing and signed by all the Lendersmodification, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendmentsupplement, waiver or consent shall, unless in writing and signed by under clauses (a) through (l) below shall not require the consent of the Required Lenders or the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties consent of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.specified thereunder):

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders), do any of the following: (ai) waive any of the conditions specified in Section 3.01 3.01, (ii) change the percentage of the Commitments or 3.02of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01; and (b) increase no amendment, waiver or consent shall, unless in writing and signed by each the Commitments of the Lenders Lender directly affected thereby (other than pursuant to Section 2.05(c)the Designated Bidders), extend the Commitments do any of the Lenders following: (other than pursuant to Section 2.18i) or subject increase the Lenders to any additional obligationsCommitment of such Lender, (cii) reduce the principal of, or interest (or rate of interest) interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, to such Lender hereunder or (diii) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action such Lender hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers and the Majority Lenders, Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any of the conditions specified in Section 3.01 3.01, 3.02, or 3.023.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (b) increase the Commitments of the Lenders Banks (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders Banks to any additional obligations, (c) reduce or forgive the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the definition of “Majority Banks” or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Banks, which shall be required for the Lenders Banks, or any of them them, to take any action hereunder, or (f) change the provisions requiring pro rata sharing of payments under amend Section 2.14 2.13 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders Borrowers and the Banks required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote.

Amendments, Etc. Subject to Section 2.202.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders 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; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01 or 3.02therein, (bii) increase the Commitment of any Lender or extend the Commitments of the Lenders (other than except pursuant to Section 2.05(c)2.06 or 2.07), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (ciii) reduce the principal of, or interest (on, or rate of interest) oninterest applicable to, the Advances outstanding Loans or any fees or other amounts payable hereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Advances outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ev) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advancesoutstanding Borrowings, or change the definition of “Majority Lenders” or the number or the percentage of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (fvi) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.018.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the or any LC Issuing Banks Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative AgentBank, as the case may be, shall no longer be a party to under this Agreement and (as so amended y) no amendment, waiver or consent shall, unless in writing and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or signed by the Administrative Agent, as each LC Issuing Bank and the case Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be. Anything herein be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the contrary notwithstanding, during amendment provided for therein shall terminate upon the effectiveness of such period as a amendment (but such Non-Consenting Lender is a Defaulting Lender, or LC Issuing Bank shall continue to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect the benefits of amendments Sections 2.15, 2.18 and waivers hereunder8.04), and such Non-Consenting Lender or LC Issuing Bank shall have received or at the Commitments and time of such termination receive payment of an amount equal to the outstanding Advances or other Extensions principal of its Loans and any participations in Letters of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or funded pursuant to Section 2.04(e), together with all of the Lendersapplicable accrued interest thereon, as required, have approved any such amendment or waiver (accrued fees and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee all other amounts then payable to such Defaulting Lender hereunder, or alter it hereunder and under the terms of this proviso, will require the consent of such Defaulting Lenderother Loan Documents.

Amendments, Etc. Subject to Section 2.20(1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (other than with respect to any amendment or waiver contemplated in clauses (g), (h) or (i) below (in the cause of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.:

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (y) only the consent of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify the terms and provisions of Sections 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), 7.11, 8.01(b) (to the extent arising from the breach of Section 7.11) or the application of the proviso thereto and the last sentence of Section 8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders and (z) no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.:

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Company and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments Commitment of the Lenders (other than pursuant to Section 2.18) a Lender or subject the Lenders a Lender to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change release the provisions requiring guarantee as set forth in Section 9.01, (g) modify Section 2.15 or any other provision of this Agreement that relates to the pro rata sharing treatment of payments under Section 2.14 or amend or waive Section 2.16 the Lenders hereunder or (gh) amend this Section 8.01; and provided furtherprovided, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or any Note. If the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and provided further, that this Agreement may be amended and restated such amendment shall become effective without the any further action or consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a other party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid if the same is not objected to in full all amounts payable hereunder to such Lender, such LC Issuing Bank or writing by the Administrative Agent, as the case may be. Anything herein Required Lenders to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect Agent within five Business Days following receipt of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lendernotice thereof.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c))Lenders, change or extend the Commitments of the Lenders Termination Date (other than pursuant to except as provided in Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances A Notes, any Applicable Margin or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances A Notes or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesA Notes, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder, hereunder or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Lenders making or maintaining such B Advances, do any of the following: (a) waive, modify or eliminate any of the conditions to any B Advance specified in Section 3.03, (b) reduce the principal of, or interest on, any B Note or other amounts payable in respect thereof, (c) postpone any date fixed for any payment of principal of, or interest on, any B Note or any other amounts payable in respect thereof; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 3.01, (ii) change the percentage of the Revolving Credit Commitments or 3.02of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationssuch Lenders, (cii) reduce the principal of, or interest (or rate of interest) interest on, the Advances or any fees or other amounts payable hereunderhereunder to such Lender (except that the approval of the Required Lenders shall be sufficient to waive Default Interest imposed in accordance with Section 2.07(b)) or (iii) other than as provided in Section 2.19, (d) extend the Commitment of such Lender or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advancessuch Lender, or change extend (or permit the definition extension of) the expiration date of “Majority Lenders” or any Letter of Credit to a date later than 10 Business Days prior to the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01Termination Date; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the LC Issuing Lenders required above to take such action, affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement, and provided further(z) no amendment, that this Agreement may be amended waiver or consent shall, unless in writing and restated without signed by the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid Banks in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein addition to the contrary notwithstandingLenders required above to take such action, during such period as a Lender is a Defaulting Lender, to adversely affect the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances rights or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all obligations of the Lenders, Issuing Banks in their capacities as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of under this proviso, will require the consent of such Defaulting LenderAgreement.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, in the case of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 or 3.02, (bii) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) any Lender or subject the Lenders any Lender to any additional obligations, (ciii) reduce reduce, or waive the payment of, the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)the Lenders ratably hereunder, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunderunder this Agreement, or (fvi) change amend, waive, or in any way modify or suspend any provision requiring the provisions requiring pro rata sharing application of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend of this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any amount payable to such Lender; and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the such Administrative Agent or the LC Issuing Banks under this Agreement, Agreement and provided further, that (B) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20Except as otherwise expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Funds and the Majority LendersBanks, or by the Funds and the Administrative Agent acting with the consent of the Majority Banks, and then such waiver any provision of this Agreement may be waived by the Majority Banks or by the Administrative Agent acting with the consent shall be effective only in of the specific instance and for the specific purpose for which givenMajority Banks; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingthat: (a) waive any of the conditions specified in Section 3.01 no modification, supplement or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and by an instrument signed by all of the Banks or by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without acting with the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the LendersBanks: (i) increase, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment Commitments, or extend the time or waive any requirement for the reduction or termination of such Defaulting Lenderthe Commitments, (ii) extend the date fixed for the payment of principal of or interest owing to such Defaulting Lender on any Loan or any fee hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, (iii) reduce the amount of or any such payment of principal, (iv) reduce the rate at which interest is payable thereon or amount of interest on any amount owing to such Defaulting Lender or of any fee is payable to such Defaulting Lender hereunder, (v) alter the rights or obligations of a Borrower to prepay Loans, (vi) alter the manner in which payments or prepayments of principal interest or other amounts hereunder shall be applied as between the Banks, (vii) alter the required Asset Coverage as set forth in Section 6.2(d) hereof, (viii) alter the terms of this provisoSection 11.4, will (ix) amend Schedule I pursuant to Section 2.11(a) hereof, or (x) modify the definition of the term "Majority Banks" or modify in any other manner the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, and (b) any modification or supplement of Section 10 hereof, or of any of the rights or duties of the Administrative Agent hereunder, shall require the consent of such Defaulting Lenderthe Administrative Agent.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 3.01, (ii) change the percentage of the Revolving Credit Commitments or 3.02of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Commitments of the such Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, hereunder to such Lender or (dii) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01such Lender; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the LC Issuing Lenders required above to take such action, affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement, and provided further(z) no amendment, that this Agreement may be amended waiver or consent shall, unless in writing and restated without signed by the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid Banks in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein addition to the contrary notwithstandingLenders required above to take such action, during such period as a Lender is a Defaulting Lender, to adversely affect the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances rights or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all obligations of the Lenders, Issuing Banks in their capacities as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of under this proviso, will require the consent of such Defaulting LenderAgreement.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationsLenders, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change release any material portion of any collateral held to secure the provisions requiring pro rata sharing obligations of payments the Borrower under Section 2.14 or this Agreement and the Notes, (g) amend or waive Section 2.16 any of the provisions specified in Sections 5.03(b)(i) or (gii) or Sections 5.03(d)(ii) or (iii), or (h) amend this Section 8.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, Note or any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Document.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, Agreement shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Lenders, or by the Borrower and the Administrative Agent on behalf of the Majority Lenders, and then such no waiver or consent of any provision of this Agreement shall be effective only unless the same shall be in writing and signed by the specific instance and for Administrative Agent with the specific purpose for which givenconsent of the Majority Lenders; provided, however, that no amendment, or waiver or consent shall, unless in writing and signed by all the Lenders or by the Administrative Agent with the consent of all the Lenders, do any of the following: (a) waive any of increase or extend the conditions specified in Section 3.01 or 3.02Commitments (other than as contemplated by Sections 2.18 and 2.19), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Notes or any fees (other than the Administrative Agent’s fee referred to in Section 2.03(c)) or other amounts payable hereunder, (dc) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees (other than the Administrative Agent’s fee referred to in Section 2.03(c)) or other amounts payable hereunder hereunder, (other than pursuant to d) change the second sentence of Section 2.182.13(a), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Advances which shall be required for the Lenders or any of them to take any action hereunder, hereunder or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, further that no amendment, amendment or waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, . This Agreement and provided further, that this Agreement may be amended the agreement referred to in Section 2.03(c) and restated without the consent Notes constitute the entire agreement of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein parties with respect to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments subject matter hereof and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderthereof.

Amendments, Etc. Subject to Section 2.20No failure or delay on the part of the --------------- Administrative Agent or any Transferee in exercising any power, no amendment right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any provision of this AgreementAgreement may be amended if, nor consent to any departure by the Borrower therefrombut only if, shall in any event be effective unless the same shall be such amendment is in writing and is signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) onTransferor, the Advances or any fees or other amounts payable hereunderCollection Agent, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition Required Transferees and, if such amendment is material, the Rating Agencies, to the Lenders extent required above to take such action, affect by the rights or duties terms and provisions of the Administrative Agent commercial paper program of PARCO, have provided written confirmation that such amendment will not result in a reduction or withdrawal of the LC Issuing Banks under this Agreement, and rating of the Commercial Paper; provided further, that this Agreement may be amended and restated without -------- the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the LendersTransferees hereto shall be required for any amendment, as requiredmodification or supplement relating to (i) the definitions of "Eligible Receivables," "Facility Termination Date," "Required Transferees," "Required Balance," "Discount" and "Applicable Percentage" and any defined terms incorporated therein, have approved any such amendment (ii) the reduction or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term postponement of the Commitment of such Defaulting Lender, extend the date fixed time for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee or other amount payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent on behalf of such Defaulting LenderTransferees or (iii) this Section 5.01.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 3.01, 3.02 or 3.023.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement; and provided, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject Except as expressly provided in Section 2.19 with respect to Section 2.20any extension of the Expiration Date, no amendment or waiver of any provision of this AgreementAgreement or any other Credit Document, nor consent to any departure by the Borrower any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersIssuing Bank and the Required Lenders (and, in the case of an amendment, RenRe), and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than (A) any Lender that is, at such time, an Affected Lender, and (B) in the case of clauses (vi) and (vii) below, any Lender which is not and will not be (and is not and will not be owed any obligation which is or will be) affected thereby), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01 or 3.023.2 or, in the case of the Restatement Effective Date, Section 3.1, (bii) increase amend the Commitments definition of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) “Required Lenders” or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) otherwise change the percentage of (x) the Commitments or of L/C Commitments, (y) the aggregate unpaid principal amount of the AdvancesLetter of Credit Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, or change the definition of “Majority Lenders” or the number of Lenders that in each case, shall be required for the Lenders or any of them to take any action hereunder, (fiii) change release any Credit Party or otherwise limit such Credit Party’s liability with respect to the provisions requiring pro rata sharing Obligations owing to the Agents and the Lenders, (iv) amend Section 2.3(a)(i) (with respect to the requirement of Pro Rata payments to the Issuing Bank and the funding Lenders), Section 2.9, or this Section 9.1, (v) except as provided in Section 2.18, increase the L/C Commitments of the Lenders or subject the Lenders to any additional obligations, (vi) reduce the principal of, or interest on, any Reimbursement Obligation or any fees or other amounts payable hereunder, or increase any Lender’s L/C Commitment except as provided in Section 2.18, (vii) postpone any date fixed for any payment of principal of, or interest on, any Reimbursement Obligation or any fees or other amounts payable hereunder, (viii) limit the liability of any Credit Party under Section 2.14 or amend or waive Section 2.16 any of the Credit Documents, or (gix) amend this Section 8.01release any of the Collateral if such release would cause the aggregate Collateral Value to be less than the Letter of Credit Outstandings; and provided further, further that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement or the LC Issuing Banks under this Agreement, other Credit Documents and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such (B) no amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the L/C Commitment of such Defaulting Lender, extend any Affected Lender without the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent approval of such Defaulting Affected Lender.

Amendments, Etc. Subject to Section 2.20No amendment, no amendment modification, termination, or waiver of any provision of this AgreementAgreement other than Section 2.02 (b)(ii) or with respect to Section 9.11(i) (in each case, with respect to fees solely for the Agent's account), or of any Loan Document nor consent to any departure by the Borrower therefrom, therefrom shall in any event be effective unless the same shall be in a written notice given to the Borrower by the Agent, and consented to in writing and signed by the Majority LendersBanks and the Agent shall give any such notice if the Majority Banks so consent or direct the Agent to do so; provided, however, that any such amendment, modification, termination, waiver or consent shall require a written notice given to the Borrower by the Agent and then consented to in writing by all of the Banks if the effect thereof is to (i) change any of the provisions affecting any of the interest rates on the Revolving Credit Loans or the fees set forth in Section 2.02 (b) (i), (ii) and (iii) so as to effect any reduction in such rates or fees, (ii) other than any waiver or amendment of any Commitment reduction required under Section 2.09(b), extend or modify the Commitment, (iii) change any Bank's Pro Rata Share of the Commitment or the Loans (except as otherwise set forth in Section 9.11), (iv) modify this Section 9.06 or the first sentence of Section 9.10, (v) change the definition of Majority Banks, (vi) reduce the amount of principal due hereunder, (vii) other than any waiver or amendment of any prepayment required under Section 2.09(b), extend any due date for payment of principal, interest or fees, (viii) release any of the Guarantors from its obligations under its Subsidiary Guaranty, (ix) release all or any substantial portion of the Collateral at any time at which the Collateral Requirement exists, (x) amend, modify or waive Section 5.01(q) so as to (A) extend the date for compliance therewith or (B) exclude any substantial portion of the assets of the Loan Parties (other than the Excluded Assets) from the Collateral or (xi) amend, modify or waive any provision of Section 2.16 in a manner that would alter the pro rata sharing or allocation to the Banks of all payments hereunder; and provided further that no amendment, modification, termination, waiver or consent shall amend, modify or otherwise affect the rights or duties of the Agent or any Issuing Bank without the prior written consent of the Agent or such Issuing Bank, as the case may be. Any amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or . The Agent acting alone shall have the right to consent shall, unless in writing and signed by all the Lenders, do to any amendment of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.182.02(b)(ii) or subject the Lenders 9.11(i) with respect to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required solely for the Lenders Agent's account. Any amendment or any modification of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and Agreement must be signed by the Administrative Borrower, the Agent and the LC Issuing Banks and, except in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restatedof amendment of Section 2.02(b)(ii) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder 9.11 (i) with respect to such Lenderfees solely for the Agent's account, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or at least all of the LendersBanks consenting thereto who shall then hold the Pro Rata Shares of the Loans required for such amendment or modification under this 0 and the Agent shall sign any such amendment if such Banks so consent or direct the Agent to do so, as required, have approved provided that any Bank dissenting therefrom shall be given an opportunity to sign any such amendment or modification. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. In the event that the Borrower wishes any such amendment, modification, termination, waiver (or consent, the Borrower shall notify the Agent thereof and the definition of “Majority Lenders” will automatically be deemed modified accordingly for Agent shall within five (5) Business Days following such notice notify the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderBanks thereof.

Amendments, Etc. Subject to Section 2.20Except as otherwise expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Funds and the Majority LendersBanks, or by the Funds and the Administrative Agent acting with the consent of the Majority Banks, and then such waiver any provision of this Agreement may be waived by the Majority Banks or by the Administrative Agent acting with the consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingMajority Banks; PROVIDED, that: (a) waive any of the conditions specified in Section 3.01 no modification, supplement or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and by an instrument signed by all of the Banks or by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without acting with the consent of any Lenderall the Banks: (i) increase, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment Commitments, or extend the time or waive any requirement for the reduction or termination of such Defaulting Lenderthe Commitments, (ii) extend the date fixed for the payment of principal of or interest owing to such Defaulting Lender on any Loan or any fee hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, (iii) reduce the amount of or any such payment of principal, (iv) reduce the rate at which interest is payable thereon or amount of interest on any amount owing to such Defaulting Lender or of any fee is payable to such Defaulting Lender hereunder, (v) alter the rights or obligations of a Borrower to prepay Loans, (vi) alter the manner in which payments or prepayments of principal interest or other amounts hereunder shall be applied as between the Banks, (vii) alter the required Asset Coverage as set forth in SECTION 6.2(D) hereof, (viii) alter the terms of this provisoSECTION 11.4, will (ix) amend SCHEDULE I pursuant to SECTION 2.11(A) hereof, or (x) modify the definition of the term "Majority Banks" or modify in any other manner the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, and (b) any modification or supplement of SECTION 10 hereof, or of any of the rights or duties of the Administrative Agent hereunder, shall require the consent of such Defaulting Lenderthe Administrative Agent.

Amendments, Etc. Subject to Section 2.202.16, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase or reinstate the Commitments of the Lenders (other than pursuant to Section 2.05(c))Lenders, extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Term Loans or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances Term Loans or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesTerm Loans, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 2.12 or amend or waive Section 2.16 2.14 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments Commitment and the outstanding Advances or other Extensions of Credit Term Loan of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no (a) No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document (other than the Loan Documents referred to in clause (v), (vi), (vii), (viii) and (ix) of the definition thereof which may be amended by agreement of the parties thereto), nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Guaranty or Collateral Documents, consented to) by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by the Super Majority Lenders (other than any Lender Party that is, at such time, a Defaulting Lender) amend or otherwise modify the definition of “Loan Value” or any component thereof (including any advance rates included in such definition) so as to increase the aggregate Loan Value of the Eligible Collateral or any component of such Loan Value; provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01 or 3.02, 3.02 (b) increase in the Commitments case of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments initial extension of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18credit), (eii) change the number of Lenders or the percentage of (x) the Commitments or of Commitments, (y) the aggregate unpaid principal amount of the AdvancesAdvances or (z) the aggregate Available Amount of outstanding Letters of Credit that, or change the definition of “Majority Lenders” or the number of Lenders that in each case, shall be required for the Lenders or any of them to take any action hereunder, (fiii) change reduce or limit the provisions requiring pro rata sharing obligations of payments any Guarantor under Section 2.14 1 of the Guaranty issued by it or amend release such Guarantor or waive Section 2.16 otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties (other than, in the case of any Guarantor, to the extent permitted under the Guaranty), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, (gv) amend Section 2.13 or this Section 8.01, (vi) increase the Commitments of the Lenders (except in accordance with the provisions of Section 2.17), (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.04 or 2.07 or any date fixed for payment of fees or other amounts payable hereunder, or (ix) limit the liability of any Loan Party under any of the Loan Documents; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Swing Line Bank or the Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Documents.

Amendments, Etc. Subject to Section 2.20, no (a) No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document (other than the Loan Documents referred to in clause (ii) and (v) of the definition thereof, which may be amended in accordance with the terms thereof), nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Guaranty and the Collateral Documents, consented to) by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (eii) change the number of Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Loans that shall be required for the Lenders or any of them to take any action hereunder, (fiii) change reduce or limit the provisions requiring pro rata sharing obligations of payments any Guarantor under Section 2.14 1 of the Guaranty issued by it or amend release such Guarantor or waive Section 2.16 otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders (other than, in the case of any Guarantor, to the extent permitted under the Guaranty), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, (gv) amend Section 2.11 or this Section 8.01, (vi) increase the Bridge Loan Commitments of the Lenders, (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.03 or 2.06 or any date fixed for payment of fees or other amounts payable hereunder or (ix) limit the liability of any Loan Party under any of the Loan Documents; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Documents.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by the Borrower or any Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersAdministrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified Banks in excess of $750,000,000 (except in accordance with the provisions of Section 3.01 or 3.021.06), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Notes or any fees or other amounts payable hereunderhereunder or under any other Credit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any scheduled payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date (other than pursuant to except in accordance with the provisions of Section 2.181.07), (ed) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Banks which shall be required for the Lenders Banks or any of them to take any action hereunderhereunder or under any other Credit Document, (e) amend this Section 11.01, (f) change amend the provisions requiring pro rata sharing definition of payments under Section 2.14 or amend or waive Section 2.16 or “Required Lenders”, (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for Asset Value”, but not the duration of definitions that are used in such period); provideddefinition, that (h) release any such amendment Guarantor from its obligations under the Guaranty or waiver that would increase or extend the term any of the Commitment Environmental Indemnities; provided that the Administrative Agent can, if no Default then exists, release any Subsidiary of such Defaulting Lender, extend the date fixed for Borrower in accordance with the payment provisions of principal Sections 5.09(b) or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.11.23,

Amendments, Etc. Subject that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.03 (Increased Costs), 4.05 (Funding Losses) and 4.06 (Taxes) (subject to the requirements and limitations therein, including the requirements under Section 2.20, no amendment or waiver 4.06(e) (Taxes – Status of Lenders) (it being understood that any provision of this Agreement, nor consent documentation required under Section 4.06 (Taxes) shall be delivered to any departure by the Borrower therefrom, shall in any event be effective unless such New Lender) to the same shall be in writing and signed extent as if it had acquired its interest by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, assignment pursuant to paragraph (b) increase the Commitments of the Lenders this Section 10.04; provided that such Participant (other than pursuant A) agrees to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant be subject to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments Section 4.04 (Obligation to Mitigate) as if it were an assignee under Section 2.14 or amend or waive Section 2.16 or paragraph (gb) amend of this Section 8.0110.04; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, (B) shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote receive any greater payment under Sections 4.03 (Increased Costs) or 4.06 (Taxes), with respect to any participation, than such New Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each New Lender agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of amendments Section 10.14 (Right of Setoff) as though it were such New Lender. Each New Lender which sells a Participation pursuant to this Section 10.04(d) shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and waivers hereunderaddress of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the KEXIM Direct Facility Loans or other obligations under the Financing Documents (the “Participant Register”); provided that such New Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Financing Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such New Lender shall treat each Person whose name is recorded in the Commitments and Participant Register as the outstanding Advances or other Extensions of Credit owner of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or participation for all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms purposes of this provisoAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, will require the consent of such Defaulting LenderKEXIM Facility Agent (in its capacity as KEXIM Facility Agent) shall have no responsibility for maintaining a Participant Register.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersBanks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (ai) waive any of the conditions specified in Section 3.01 or 3.02hereof, (bii) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) any Bank or subject the Lenders any Bank to any additional obligations, (ciii) reduce the principal of, or interest (or rate of interest) on, the outstanding Advances or any fees or other amounts payable hereunderhereunder or under any other Loan Document, (div) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder (or under any other than pursuant to Section 2.18)Loan Document, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Advances, or change the definition of “Majority Lenders” or the number of Lenders Banks, that shall be required for the Lenders Banks or any of them to take any action hereunder, (fvi) change amend or waive the provisions requiring pro rata for the sharing of payments under among the Banks as set forth in Section 2.14 or amend or waive Section 2.16 2.13 or (gvii) amend the definition of Majority Banks or this Section 8.01; and provided provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that (B) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder and each other Loan Document to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor or consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to (in writing) by the Majority LendersRequired Lenders and, in the case of amendments, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by all of the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, Article 4; (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, ; (c) reduce release any Collateral, except in accordance with the principal of, or interest (or rate terms of interest) on, the Advances or any fees or other amounts payable hereunder, Credit Documents; (d) postpone any date fixed for any payment of reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder hereunder; (other than pursuant to Section 2.18)e) postpone any date fixed for (i) payment of principal of, or interest on, the Advances, (eii) reimbursement of drawings under Letters of Credit or (iii) payment of fees or other amounts payable hereunder; (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesObligations outstanding, or change the definition of “Majority Lenders” or the number of Lenders that shall be Lenders, required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 ; or (g) amend this Section 8.019.1; and provided furtherfurther provided, however, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderDocument.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the any Borrower or Mondelēz therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and Mondelēz, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (including Defaulting Lenders) affected thereby and Mondelēz, do any of the following: (a) waive any of the conditions specified in Sections 3.01, 3.02, 3.03 or 3.05 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01 3.01, 3.02, 3.03 or 3.023.05 unless the amendment or waiver so provides), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (the amount or rate of interest) interest on, the Pro Rata Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Pro Rata Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunderhereunder (including any such change to the definition of “Required Lenders”), (f) release Mondelēz from any of its obligations under Article VIII, (g) change Section 2.16 in a manner that would alter the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 required thereby or (gh) amend this Section 8.019.01; provided further that no waiver of the conditions specified in Section 3.04 in connection with any Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, Agreement and provided further, that (y) this Agreement may be amended and restated without with the written consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderMondelēz.

Amendments, Etc. Subject to Section 2.20Except as provided in Sections 2.15, 2.17, 2.18, and 3.03(b) as in effect on the date hereof, no amendment or waiver of any provision of this any Loan Document (other than the Fee Letter, the Landlord Agreements, the Deposit Account Control Agreements, the Issuer Documents, any Secured Hedge Agreement, nor agreements hereafter executed solely in respect of the Banking Services Obligations and Schedule 6.18), and no consent to any departure by the any Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed executed by the Majority Lenders, and then such waiver or consent shall be effective only (1) in the specific instance and case of any amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any benefit of the following: (a) waive Secured Parties or extending any existing Lien over additional property or adding additional Subsidiaries of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees Intermediate Holdings or other amounts payable hereunderpledgors as parties thereto, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks applicable Borrower or Loan Party, (2) in addition the case of any amendment necessary to implement the Lenders required above to take such actionterms of a Term Loan Increase or a Revolving Commitment Increase in accordance with the terms hereof, affect the rights or duties of the Administrative Agent or Agent, the LC Issuing Banks under this AgreementBorrowers and the participating Lenders, and provided further, that this Agreement may be amended and restated without (3) in the consent case of any Lenderother amendment, any LC Issuing Bank consent or waiver, the Required Lenders (or the Administrative Agent if, upon giving effect to such amendment with the consent of the Required Lenders) and restatement, such Lender, such LC Issuing Bank the applicable Borrower or the Administrative Agentapplicable Loan Party, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or acknowledged by the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any no such amendment amendment, waiver or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.shall:

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and the Company and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase change the Commitments Commitment of the Lenders any Lender or subject any Lender to any additional obligations (other than pursuant to Section 2.05(c2.04 or 2.16)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amount payable hereunder, (d) postpone any date fixed by this Agreement for any payment of principal, interest, fees or other amounts payable due to the Lenders (or any of them) or any fees hereunder (other than pursuant to Section 2.182.16), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunderunder this Agreement, (f) change Section 2.15 in a manner that would alter the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or required thereby without the written consent of each Lender, and (g) amend amend, waive, or in any way modify or suspend any provision of this Section 8.018.01 or clause (ii) of Section 8.18; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement and (ii) Section 8.07(i) may not be amended, and provided further, that this Agreement may be amended and restated waived or otherwise modified without the consent of each Granting Lender all or any Lenderpart of whose Advances are being funded by a special purpose funding vehicle (an “SPC”) at the time of such amendment, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment waiver or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lendermodification.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach affected Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to in accordance with Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change reduce, subordinate or limit the provisions requiring pro rata sharing obligations of payments the Guarantor under Section 2.14 or amend or waive Section 2.16 or 7.01, (g) amend this Section 8.019.01 or (h) amend or waive any provision of this Agreement in any manner that would adversely affect such Lender’s right to receive its ratable share of any payment made or proceeds distributed to which it is entitled under the Loan Documents; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor and no consent to any departure by the Borrower any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by (a) the Majority LendersIssuer, (b) the Required Holders or by the Agent with the consent of the Required Holders and (c) with respect to Article XI, the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders shall disproportionally with respect to any additional obligations, Holder (ci) reduce the principal of, or interest (or rate of interest) on, the Advances Notes payable to any Holder, reduce the amount of any fee payable for the account of any Holder, or any fees postpone or other amounts payable hereunder, (d) postpone extend any date fixed for any payment of principal of, or interest or fees on, the Advances or Notes payable to any fees or other amounts payable hereunder (other than pursuant to Section 2.18)Holder, (eii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Notes that shall be is required for the Lenders Holders or any of them to take any action hereunder, (fiii) change amend the provisions requiring pro rata sharing definition of payments under Section 2.14 “Required Holders” or amend “Pro Rata Share”, (iv) amend, modify or waive Section 2.16 4.02, this Section 12.02 or Section 12.15 or (gv) amend modify, waive, release or subordinate the first-priority perfected status of the Obligations (except as permitted in this Section 8.01; Agreement and provided furtherthe other Note Documents), that in each case without the written consent of any Holder affected thereby. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such actionAgent, affect the rights or duties of the Administrative Agent (but not in its capacity as a Holder) under this Agreement or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote Documents.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by the Requisite Lenders, waive any of the conditions specified in Section 3.01 or 3.02, (b) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)any Lender Party that is, at such time, a Defaulting Lender), extend the Commitments do any of the Lenders following at any time: (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (ei) change the number of Lenders or the percentage of (x) the Commitments or of (y) the aggregate unpaid principal amount of the AdvancesAdvances that, or change the definition of “Majority Lenders” or the number of Lenders that in each case, shall be required for the Lenders or any of them to take any action hereunder, (fii) change reduce or limit the provisions requiring pro rata sharing obligations of payments the Guarantor under Section 2.14 1 of the Guaranty or amend or waive Section 2.16 otherwise limit the Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, except as expressly permitted therein, or (giii) amend this Section 8.018.01 and (c) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment or an Advance outstanding under the Facility if affected by such amendment, waiver or consent, (i) increase the Commitment of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Note held by such Lender or any fees or other amounts payable hereunder to such Lender, or (iii) postpone any date fixed under Section 2.03 for any payment of principal of or fixed under Section 2.05 or 2.06 for any payment of any interest on, the Note held by such Lender or fixed under Section 2.07 for payment of any fees payable hereunder to such Lender; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.202.16(a)(i) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.01, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and the Borrower (and acknowledged by the Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby (other than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ef) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” Advances or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 hereunder or (g) waive or amend (i) this Section 8.01, (ii) the definition of “Majority Lenders” or (iii) the proviso contained in Section 8.07; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or Section 2.16; (ii) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (iii) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender to the contrary notwithstandingextent necessary (1) to cure any ambiguity, during omission, mistake, error, defect or inconsistency (as reasonably determined by the Administrative Agent) or (2) to make administrative changes of a 63 technical or immaterial nature; provided, that, in each case, (x) such period as a amendment does not adversely affect the rights of any Lender is a Defaulting Lenderand (y) the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the fullest extent permitted by applicable lawLenders, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether a written notice from the Majority Lenders or all of stating that the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing Lenders object to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderamendment.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, the Instruments, or any other Credit Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders 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; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders and the Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments Availability Period or the commitment termination date of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationsLenders, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Loans, the rate of interest applicable to any Loan or any fees or other amounts payable hereunderhereunder or under any other Credit Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunderhereunder or under any other Credit Document, (f) change the provisions requiring pro rata sharing of payments under amend Section 2.14 2.02(d), 2.04, 2.07(c) or amend 2.12 or waive this Section 2.16 or 9.01, (g) release the Borrower from its obligations under any Credit Document to which it is a party, except pursuant to the terms of the applicable Credit Document, (h) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among Lenders or (i) amend this Section 8.01the definition of “Majority Lenders”; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderDocument.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01 3.01, 3.02 or 3.023.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Advances, any Applicable Margin or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under amend this Section 2.14 or amend or waive Section 2.16 8.01, or (g) amend this Section 8.01release any collateral for the obligations of the Borrower hereunder; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or any Note; and provided, and provided further, further that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20(1) No modification, no amendment or waiver of any provision of this AgreementAgreement or the other Loan Documents, nor and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver such modification or amendment shall without the written consent shall, unless in writing and signed by all the Lenders, do any of the following: Bank affected thereby (a) waive any of the conditions specified in Section 3.01 or 3.02, (bx) increase the Commitments Commitment of a Bank (it being understood that a waiver of an Event of Default shall not constitute an increase in the Lenders (other than pursuant to Section 2.05(c)Commitment of a Bank), extend the Commitments of the Lenders or (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (cy) reduce the principal ofamount of any Loan or the rate of interest payable thereon, or extend any date for the payment of interest hereunder or reduce any Fees payable hereunder or extend the final maturity of the Borrower's obligations hereunder; and, provided, further, that no such modification or amendment shall without the written consent of (A) all of the Banks (i) amend or rate modify any provision of interestthis Agreement which provides for the unanimous consent or approval of the Banks, (ii) onamend this Section 10.10 or the definition of Required Banks, (iii) amend or modify the Advances Super-Priority Claim status of the Banks contemplated by Section 2.23 or (iv) release all or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment substantial portion of principal of, or interest on, the Advances or any fees or other amounts payable Liens granted to the Agent hereunder (other than pursuant to Section 2.18in connection with dispositions permitted hereunder), under the Orders or under any other Loan Document, or release any Guarantor; or (eB) change the percentage of the Commitments or Banks holding Loans representing at least 66-2/3% of the aggregate unpaid principal amount of the AdvancesLoans outstanding, or change if no Loans are outstanding, Banks having Commitments representing at least 66-2/3% of the Total Commitment (i) amend any of the advance rates set forth in the definition of “Majority Lenders” the term "Borrowing Base" or (ii) increase the number maximum principal amounts of Lenders that extensions of credit permitted prior to the entry of the Final Order by Section 4.01(b)(i) or 4.02(d), or otherwise modify, waive or amend the conditions precedent set forth therein. No such amendment or modification may adversely affect the rights and obligations of the Agent or any Fronting Bank hereunder or any Bank in the capacity referred to in Section 6.03(vii) without its prior written consent. No notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.03(b) shall be required for bound by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Bank shall bind any Person subsequently acquiring an interest on the Lenders Loans held by such Bank. No amendment to this Agreement shall be effective against the Borrower or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, Guarantor unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take Borrower or such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative AgentGuarantor, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20Except as provided in clauses (c) and (d) below, no amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 or 3.023.01, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (iii) release the Parent from its obligations under Article VII (other than as provided in Section 7.07), or (iv) amend this Section 9.01; (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (i) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationssuch Lender, (cii) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, to such Lender or (diii) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder to such Lender hereunder; (other than pursuant to Section 2.18), (ec) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Required Term Lenders, waive any of the conditions specified in Section 3.02; and (d) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders, waive any of the conditions specified in Section 3.03 or Section 3.04; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and, (y) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to (a) Except as provided in Section 2.20, no amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02without the written consent of all Lenders, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments Commitment(s) of any Lender without the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationswritten consent of such Lender, (c) reduce the principal of, or interest (or rate of interest) interest on, the any Advances or any fees or other amounts payable hereunderhereunder (other than as a result of an amendment pursuant to Section 2.20) without the written consent of all Lenders directly affected thereby, (d) postpone any date fixed for any payment of principal of, or interest on, the any Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)without the written consent of all Lenders directly affected thereby, (e) change the definition of “Required Lenders”, or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder without the written consent of all Lenders or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.018.01 without the written consent of all Lenders; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document (i) to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (ii) to make any change that would provide any additional rights or benefits to the Agents or the Lenders, and (iii) to the extent necessary, in the reasonable judgment of the Administrative Agent, to give effect to the inclusion of additional currencies other than Dollars, (x) only the consent of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify (I) any provision that affects solely the Revolving Credit Facility and (II) the terms and provisions of Sections 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), 7.11, 8.01(b) (to the extent arising from the breach of Section 7.11) or the application of the proviso thereto and the last sentence of Section 8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders, (y) only the consent of the Borrower and the Required Delayed Draw Term Lenders shall be necessary to amend, waive or modify (I) any provision that affects solely the Delayed Draw Term Facility and (II) the terms and provisions of Section 4.02 (with respect to Borrowings of the Delayed Draw Term Loans), and no such amendment, waiver or modification shall become effective without the consent of the Required Delayed Draw Term Lenders and (z) no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.:

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Contract Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Contract Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances Contract Notes or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesContract Notes, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; provided, further, that in connection with any Auction Borrowing, any waiver of the conditions specified in clause (iii) of Section 3.03 relating to the representation set forth in paragraph (A) of Section 3.03 shall be effective if in writing and provided signed by each Lender that is to make an Auction Advance in connection with such Auction Borrowing; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and or the LC Issuing Banks Documentation Agent (as the case may be), in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Documentation Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, (as the case may be, shall no longer be a party to ) under this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote.

Amendments, Etc. Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit or Green Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20Except as otherwise expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Majority LendersCompany, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to Required Lenders, or by the Lenders required above to take such action, affect the rights or duties of Company and the Administrative Agent or acting with the LC Issuing Banks under this Agreementconsent of the Required Lenders, and provided further, that any provision of this Agreement may be amended and restated without waived by the Required Lenders or by the Administrative Agent acting with the consent of any Lenderthe Required Lenders; PROVIDED that: (a) no modification, any LC Issuing Bank supplement or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or acting with the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter consent of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders: (i) increase, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of any of the Commitment Commitments, or extend the time or waive any requirement for the reduction or termination of such Defaulting Lenderany of the Commitments, (ii) extend the date fixed for the payment of principal of or interest owing to such Defaulting Lender on any Loan, or any fee hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, (iii) reduce the amount of or any such payment of principal, (iv) reduce the rate at which interest is payable thereon or amount of interest on any amount owing to such Defaulting Lender or of any fee is payable to such Defaulting Lender hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of Section 4.2, 4.7 or 11.9 hereof or this provisoSection 12.5, will (vii) modify the definition of the term "Required 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, (viii) release any Obligor hereunder, or (ix) waive any of the conditions precedent set forth in Section 7.1 hereof; (b) any modification or supplement of Section 11 hereof shall require the consent of such Defaulting Lenderthe Administrative Agent; and (c) any modification or supplement of Section 6 hereof shall require the consent of each Subsidiary Guarantor (PROVIDED that any Subsidiary of the Company may become a party to this Agreement as a "Subsidiary Guarantor" hereunder as provided in Section 9.13 hereof).

Amendments, Etc. Subject to Section 2.20, no (a) No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (aA) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (eB) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” Advances or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (gC) amend this Section 8.01; and provided further, that (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Required Lenders and each Lender that has a Commitment or has or is owed obligations under this Agreement or the Notes that is or are modified by such amendment, waiver or consent, (A) increase the Commitment of such Lender or subject such Lender to any additional obligations, (B) reduce the principal of, or interest on, the Advances made by such Lender or any fees or other amounts payable hereunder to such Lender, (C) postpone any date fixed for any payment of interest on the Advances made by such Lender or any fees or other amounts payable hereunder to such Lender, (D) extend the Termination Date or (E) amend or waive the application of Section 2.15. Each Lender grants (x) to the Agent the right to purchase all (but not less than all) of such Lender’s Commitments and Advances owing to it and the LC Issuing Banks in addition Notes held by it and all of its rights and obligations hereunder, and (y) to the Lenders required above Borrower the right to take cause an assignment of all (but not less than all) of such actionLender’s Commitments and Advances owing to it, affect its participations in the Notes held by it and all of its rights or duties of and obligations hereunder to Eligible Assignees, which right may be exercised by the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative AgentBorrower, as the case may be, shall no longer be if such Lender (a party “Non-Consenting Lender”) refuses to this Agreement execute any amendment, waiver or consent which requires the written consent of all or all affected Lenders under clause (as so amended and restatedi) or (ii) in paragraph (a) above and to which the Required Lenders, and the Borrower have any Commitment or otherwise agreed; provided that such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Advances owed to such Lender (together with all accrued and unpaid interest, fees and other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder owed to such Lender, such LC Issuing Bank including any amounts under Section 2.16). Each Lender agrees that if the Agent or the Administrative AgentBorrower, as the case may be, exercises their option hereunder, it shall promptly execute and deliver all agreements and documentation reasonably necessary to effectuate such assignment, without recourse, as set forth in Section 8.07 at the Borrower’s expense. Anything herein to If the contrary notwithstanding, during such period as Borrower has requested that a Lender execute such agreement or documentation and the Non-Consenting Lender does not comply with the request within two Business Days after such request is a Defaulting Lendermade to execute and deliver such assignment, to then the fullest extent permitted by applicable law, such Lender will not Borrower shall be entitled (but not obligated) to vote in respect of amendments execute and waivers hereunder, deliver such agreement and the Commitments documentation on such Non-Consenting Lender’s behalf and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver agreement and/or documentation so executed by the Borrower (and in substantially the definition form of “Majority Lenders” will automatically Exhibit C hereto) shall be deemed modified accordingly effective for the duration purposes of such period)effectuating an assignment pursuant to Section 8.07; provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest all amounts due and owing to such Defaulting the Non-Consenting Lender hereunder, reduce have been paid and the principal amount of Borrower shall not be permitted to add any obligation owing obligations or liabilities to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Non-Consenting Lender.

Amendments, Etc. Subject to Section 2.20No(a) Except as provided in Sections 2.08(e) and 8.13, no amendment or waiver of any provision of this Agreement, nor or consent to any departure by the Borrower Borrowerany Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and the Borrowereach Loan Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.02 without the written consent of each Lender, (b) increase or extend the scheduled date of the expiration of the Commitments of the Lenders (other than pursuant to as provided in Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.182.19) or subject the Lenders to any additional obligationsobligations without the written consent of each affected Lender, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any the fees or other amounts payable hereunderhereunder without the written consent of each affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to as provided in Section 2.18)2.20) or any fee without the written consent of each affected Lender, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunderhereunder without the written consent of each Lender or (f) amend this Section 8.01 or Section 2.21(a)(ii), (f) change from and after the provisions requiring pro rata sharing Fox Acquisition Closing Date, release (except as expressly provided in Section 9.03) the Guarantor from the Guaranty (including by limiting liability in respect thereof) without the written consent of payments under Section 2.14 or amend or waive Section 2.16 each Lender or (g) amend this Section 8.018.01 without the written consent of each Lender (it being understood that, for purposes of this proviso, “Lender” shall not include the Borrower or any of its Affiliates, if a Lender, at the time of any such amendment, waiver or consent); and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Designated Agent or the LC Issuing Banks under this AgreementAgreement or any Note and (ii) notwithstanding anything to the contrary in this Section 8.01, and provided further, that any provision of this Agreement may be amended by an agreement in writing entered into by the Designated Agent and restated without the consent of Parent to cure any Lenderambiguity, any LC Issuing Bank omission, defect or inconsistency arising in connection with the consummation of, or otherwise in connection with, the Fox Acquisition Transactions or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be Borrower becoming a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all subsidiary of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderGuarantor.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the such Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the such Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances A Notes or any fees (other than the Administrative Agent's fee referred to in Section 2.04(b)) or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees (other than the Administrative Agent's fee referred to in Section 2.04(b)) or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive modify Section 2.16 6.01(g) or the definition of "Change in Control" set forth in Section 1.01 in any manner or (g) amend this Section 8.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by each Lender having an outstanding B Advance at such time, (1) reduce the principal of, or interest on, such B Advance or any fees or other 364-Day Credit Agreement 56 -52- amounts payable hereunder or thereunder with respect thereto, (2) postpone any date fixed for any payment of principal of, or interest on, such B Advance or any fees or other amounts payable hereunder or thereunder with respect thereto, or (3) subject such Lender to any additional obligations; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, . This Agreement and provided further, that this Agreement may be amended and restated without the consent agreement referred to in Section 2.04(c) constitute the entire agreement of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein parties with respect to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments subject matter hereof and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderthereof.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority 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, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01 or or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change any provision that expressly requires a vote or determination by all of the Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty issued by it or release such Guarantor or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Agents and the Lender Parties (other than, in the case of any Guarantor, to the extent permitted under the Guaranty to which it is a party), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents, (v) amend Section 2.13 or this Section 8.01, (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (other than any Lender that is, at such time, a Defaulting Lender) that has a Commitment under the Term A Facility, Term B Facility or Revolving Credit Facility if such Lender is directly and adversely affected by such amendment, waiver or consent, (i) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationssuch Lender, (cii) reduce the principal of, or interest (or rate of interest) on, the Advances Notes held by such Lender or any fees or other amounts stated to be payable hereunder, hereunder to such Lender or (diii) postpone any date fixed for any payment of principal of, or interest on, the Advances Notes held by such Lender or any fees or other amounts payable hereunder to such Lender and (c) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and Lenders (other than pursuant to Section 2.18)any Lender Party that is, (eat such time, a Defaulting Lender) change the percentage of the Commitments or holding at least a majority in interest of the aggregate unpaid principal amount Commitments (whether used or unused) under the Term A Facility, Term B Facility or Revolving Credit Facility if such Lenders under any of the Advancesforegoing Facilities are directly and adversely affected by such amendment, waiver or consent, change the definition allocation or order of “Majority Lenders” or the number application of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under prepayment set forth in Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.012.06; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank, as the Administrative case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Bank under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Documents.

Amendments, Etc. Subject to Section 2.202.09(c), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no (a) No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (bi) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, ; (cii) reduce the principal of, or interest (or rate of interest) on, the Advances Loans or any fees or other amounts payable hereunder, ; (diii) postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder hereunder; (other than pursuant to Section 2.18), (eiv) change the percentage of the Commitments or of Commitments, the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” Loans or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (v) release any Collateral or Guarantor except as shall otherwise be provided in (A) CLAUSE (ii) of the second proviso of this SECTION 10.1, (fB) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 SECTION 7.4 or (gC) any of the other Loan Documents; (vi) amend this Section 8.01SECTION 10.1; or (vii) increase the Advance Rates in effect from time to time in violation of the definition of "Advance Rate"; and provided furtherPROVIDED FURTHER, HOWEVER, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the LC Issuing Banks under this Agreementother Loan Documents and (ii) the Agent may, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, release (x) Collateral disposed of in one or more transactions not constituting Asset Sales under this Agreement and (y) other Collateral not disposed of pursuant to CLAUSE (x) above that has a value determined at the lower of cost or net book value not in excess of $15,000,000 in the aggregate, PROVIDED that each disposition of Collateral pursuant to this CLAUSE (ii) shall be at the fair market value of such Collateral, as requireddetermined by the Agent in its reasonable discretion based upon facts and circumstances existing at the time of such sale or other disposition as shall be presented to it by the Borrower, have approved and PROVIDED FURTHER that all net proceeds from any such amendment sale or waiver (and other disposition shall be applied to prepay the definition of “Majority Lenders” will automatically be deemed modified accordingly Loans in the same manner provided for the duration application of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, Asset Sales in SECTION 2.6(b)(i) and reduce the principal amount of any obligation owing to such Defaulting Lender, reduce Commitments in the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lendersame manner provided for Asset Sales in SECTION 2.4(b).

Amendments, Etc. Subject to Section 2.202.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.012.23, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders (and notified to the Administrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby (other than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ef) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition aggregate undrawn amount of “Majority Lenders” outstanding Letters of Credit or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (fg) change the provisions requiring pro rata sharing of payments under Section 2.14 waive or amend or waive Section 2.16 or (gi) amend this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender, (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (including, without limitations, Indebtedness issued under this Agreement) or (j) amend the sublimits and the amounts set forth in the definition of “Borrower Sublimit”; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Fronting Bank or modify or waive Section 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (v) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Fronting Bank or the Administrative Agent if, upon giving effect to such 86 753191220 amendment and restatement, such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under (including, without limitation, any Letter obligation to make payment on account of Credit a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be. Anything herein Notwithstanding the foregoing, the Borrowers and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the contrary notwithstandingextent necessary (a) to cure any ambiguity, during omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such period as a amendment does not adversely affect the rights of any Lender is a Defaulting Lenderor any Fronting Bank and (y) the Lenders and the Fronting Banks shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, Lenders and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether Fronting Banks, a written notice from the Majority Lenders or all of any Fronting Bank stating that the LendersMajority Lenders or such Fronting Bank, as requiredthe case may be, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing object to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderamendment.

Amendments, Etc. Subject to Section 2.20, no (a) No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (aA) waive any of the conditions specified in Section 3.01 or 3.024.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (eB) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” Revolving Credit Exposures or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunderhereunder (except pursuant to Section 2.05), (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (gC) amend this Section 8.019.01; and provided further, that (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Required Lenders and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights each Lender that has a Commitment or duties of the Administrative Agent has or is owed obligations under this Agreement or the LC Issuing Banks under this AgreementNotes that is or are modified by such amendment, and provided furtherwaiver or consent, that this Agreement may be amended and restated without (A) increase the consent Commitment of such Lender or subject such Lender to any Lenderadditional obligations (except pursuant to Section 2.05), (B) reduce the principal of, or interest on, the Advances made by such Lender or any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment fees or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved (C) postpone any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the any payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on the Advances made by such Lender or any amount owing fees or other amounts payable hereunder to such Defaulting Lender Lender, (D) extend the Termination Date or (E) amend or waive the application of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderSection 2.16.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and 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; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 or 3.02, Article III except as otherwise provided therein; (bii) increase the Revolving Credit Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, ; (ciii) reduce the principal of, or interest (or rate of interest) on, the Advances Loans or any fees or other amounts payable hereunder, hereunder or the Letter of Credit Obligations; (div) postpone any final maturity date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or the Letter of Credit Obligations or other amounts payable hereunder hereunder; (other than pursuant to Section 2.18), (ev) change the percentage of the Commitments or of Revolving Credit Commitments, the aggregate unpaid principal amount of the AdvancesLoans or the aggregate amount of the Letter of Credit Obligations, or change the definition of “Majority Lenders” or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunder, ; (fvi) change release or subordinate any Collateral or release any Loan Party except as shall otherwise be provided in Section 7.5 or in the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 Collateral Documents; or (gvii) amend this Section 8.0110.1; and provided provided, further, that no amendment, waiver or consent shall, shall (x) unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the LC Issuing Banks other Loan 134 Documents; (y) unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Loan Lender under this AgreementAgreement or any other Loan Document; and (z) unless in writing and signed by the Issuer in addition to the Lenders required above to take such action, and provided further, that affect the rights or obligations of the Issuer under this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Document.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersBanks 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; provided, however, that no amendment, waiver waiver, or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Notes or any fees or other amounts payable hereunderhereunder or under any other Credit Document, (dc) postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)or extend the Revolver Termination Date or the Final Maturity Date, (ed) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Banks which shall be required for the Lenders Banks or any of them to take any action hereunderhereunder or under any other Credit Document, (e) amend Section 2.09, Section 8.01 or this Section 9.01, (f) change amend the provisions requiring pro rata sharing definition of payments “Majority Banks”, (g) release any Guarantor from its obligations under any Guaranty, (h) amend Section 2.14 or amend or waive Section 2.16 any of the provisions set forth therein, or (gi) amend this release any material portion of the Collateral, except as permitted under Section 8.018.09(b); and provided provided, further, that (1) no Commitment of a Bank or any obligations of a Bank may be increased without such Bank’s written consent and (2) no amendment, waiver waiver, or consent shall, unless in writing and signed by the Administrative Agent and or the LC Issuing Banks Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative AgentBank, as the case may be, shall no longer be a party to under this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderDocument.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any DSR Note, nor or consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to (in writing) by the Majority LendersRequired Banks (and, in the case of amendments, the Borrower), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by all of the LendersBanks, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, Article III; (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) Banks or subject the Lenders Banks to any additional obligations, ; (c) reduce the principal of, or interest (or rate of interest) on, the Advances DSR Loans or any fees or other amounts payable hereunder, ; (d) postpone any date fixed for any (i) payment of principal of, or interest on, the Advances DSR Loans, (ii) reimbursement of Drawings under the Debt Service Reserve Letter of Credit or any (iii) payment of fees or other amounts payable hereunder (other than pursuant to Section 2.18), hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesDSR Loans outstanding, or change the definition of “Majority Lenders” or the number of Lenders that shall be Banks, required for the Lenders Banks or any of them to take any action hereunder, ; or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.019.1; and provided further, however, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and or the LC Issuing Banks Bank, as applicable, in addition to the Lenders Persons required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks Bank, as applicable, under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit Document, and (B) without limitation of the foregoing clause (A), no amendment, waiver or consent with respect to Section 2.2(b), 2.2(c), 2.2(d), 2.7(b) or 2.7(c) shall have been paid be effective unless in full all amounts payable hereunder to such Lenderwriting and signed by the Issuing Bank, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein in addition to the contrary notwithstanding, during Persons required above to take such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderaction.

Amendments, Etc. Subject to Section 2.20Except as otherwise expressly provided in ----------------- this Agreement, no amendment or waiver of any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Majority LendersCompany, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to Majority Banks, or by the Lenders required above to take such action, affect the rights or duties of Company and the Administrative Agent or acting with the LC Issuing Banks under this Agreementconsent of the Majority Banks, and provided further, that any provision of this Agreement may be amended and restated without waived by the Majority Banks or by the Administrative Agent acting with the consent of any Lenderthe Majority Banks; provided that: (a) no modification, any LC Issuing Bank supplement -------- or waiver shall, unless by an instrument signed by all of the Banks or by the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or acting with the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter consent of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the LendersBanks: (i) increase, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment Commitments, or extend the time or waive any requirement for the reduction or termination of such Defaulting Lenderthe Commitments, (ii) extend the date fixed for the payment of principal of or interest owing to such Defaulting Lender on any Loan or any fee hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, (iii) reduce the amount of or any such payment of principal, (iv) reduce the rate at which interest is payable thereon or amount of interest on any amount owing to such Defaulting Lender or of any fee is payable to such Defaulting Lender hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as between the Banks or Types of Loans, (vii) alter the terms of this provisoSection 11.04 or any other provision of this Agreement requiring consent of all Banks, will (viii) modify the definition of the term "Majority Banks", or modify in any other manner the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, or (ix) waive any of the conditions precedent set forth in Section 6 hereof; and (b) any modification or supplement of Section 10 hereof shall require the consent of the Administrative Agent. Anything in this Agreement to the contrary notwithstanding, if at a time when the conditions precedent set forth in Section 6 hereof to any Loan hereunder are, in the opinion of the Majority Banks, satisfied, any Bank shall fail to fulfill its obligations to make such Defaulting LenderLoan then, for so long as such failure shall continue, such Bank shall (unless the Majority Banks, determined as if such Bank were not a "Bank" hereunder, shall otherwise consent in writing) be deemed solely for all purposes relating to amendments, modifications, waivers or consents under this Agreement or any of the other Basic Documents (including, without limitation, under this Section 11.04 and under Section 10.10 hereof) to have no Loans or Commitment, shall not be treated as a "Bank" hereunder when performing the computation of Majority Banks, and shall have no rights under the preceding paragraph of this Section 11.04; provided that any action taken by the other Banks with respect to the matters referred to in clause (a) of the preceding paragraph shall not be effective as against such Bank.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBorrower and each Lender affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c))as provided in Sections 2.18 or 2.19, extend provided that, any increase in the aggregate Revolving Credit Commitments in excess of $1,500,000,000 will require the consent of all of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationsLenders), (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder (other than pursuant to as provided in Section 2.18), (e) change the definition of “Required Lenders” or the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change alter the provisions requiring pro rata sharing manner in which payment or prepayments of payments under Section 2.14 principal, interest or amend or waive Section 2.16 other amounts hereunder shall be applied as among the Lenders or (g) amend this Section 8.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.202.18, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase or reinstate the Commitments of the Lenders (other than pursuant to Section 2.05(c2.04(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.182.16) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.182.16), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.04(c) or Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments Commitment and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBorrower and each Lender affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c))as provided in Sections 2.18 or 2.19, extend provided that, any increase in the aggregate Revolving Credit Commitments in excess of $1,500,000,000 will require the consent of all of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationsLenders), (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder (other than pursuant to as provided in Section 2.18), (e) change the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change alter the provisions requiring pro rata sharing manner in which payment or prepayments of payments under Section 2.14 principal, interest or amend or waive Section 2.16 other amounts hereunder shall be applied as among the Lenders or (g) amend this Section 8.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no (a) No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that: (i) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (aA) waive any of the conditions specified in Section 3.01 or 3.023.01, (bB) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (C) amend this Section 8.01; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has or is owed obligations under this Agreement or the Notes that are modified by such amendment, waiver or consent, (A) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) such Lender or subject the Lenders such Lender to any additional obligations, (cB) reduce the principal of, or interest (or rate of interest) on, the Advances (other than Competitive Bid Advances) held by such Lender or any fees or other amounts payable hereunderhereunder to such Lender, (dC) postpone any date fixed for any payment of principal of, or interest on, the Advances (other than Competitive Bid Advances) held by such Lender or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 such Lender or (gD) amend this waive the application of Section 8.012.16; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks Bank in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Bank under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBorrower and each Lender affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c))as provided in Sections 2.18 or 2.19, extend provided that, any increase in the aggregate Revolving Credit Commitments in excess of $1,500,000,000 will require the consent of all of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationsLenders), (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder (other than pursuant to as provided in Section 2.18), (e) change the definition of “Required Lenders” or the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change alter the provisions requiring pro rata sharing manner in which payment or prepayments of payments under Section 2.14 principal, interest or amend or waive Section 2.16 other amounts hereunder shall be applied as among the Lenders or (g) amend this Section 8.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement. CA, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Inc. Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.Agreement

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01 or or, in the case of the Initial Extension of Credit, Section 3.02, (bii) increase amend the Commitments definition of "Required Lenders" or otherwise change the number of Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of (x) the Commitments or of Commitments, (y) the aggregate unpaid principal amount of the AdvancesAdvances or (z) the aggregate Available Amount of outstanding Letters of Credit that, or change the definition of “Majority Lenders” or the number of Lenders that in each case, shall be required for the Lenders or any of them to take any action hereunder, (fiii) change release the provisions requiring pro rata sharing Borrower with respect to any of payments its monetary Obligations under the Loan Documents or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor's liability with respect to the Guaranteed Obligations except in accordance with Section 2.14 7.08, (iv) release any Borrowing Base Property (except as contemplated by the definition of "Removed Borrowing Base Property"), in each case in any transaction or amend series of related transactions, or waive Section 2.16 permit the creation, incurrence, assumption or existence of any Lien on any individual Borrowing Base Property, in each case in any transaction or series of related transactions, to secure any Obligations other than Obligations owing to the Lender Parties under the Loan Documents, (gv) amend this Section 8.019.01, (vi) increase the Commitments of the Lenders (except as provided in Section 2.16) or subject the Lenders to any additional obligations, (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) extend the Termination Date (except as provided in Section 2.18) or otherwise postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or amend Section 2.06, or (ix) limit the liability of any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Documents.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Mondelēz International or any other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and Mondelēz International, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (including Defaulting Lenders) affected thereby and Mondelēz International, do any of the following: (a) waive any of the conditions specified in Section 3.01 3.01, 3.02 or 3.023.03 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01, 3.02 or 3.03 unless the amendment or waiver so provides), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (the amount or rate of interest) interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder hereunder, or postpone the scheduled date of expiration of any Commitment (other than pursuant to Section 2.18including any extension of the date by which the Effective Date must occur), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances or the Competitive Bid Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunderhereunder (including any such change to the definition of “Required Lenders”), (f) release Mondelēz International from any of its obligations under Article VIII, (g) change Section 2.16 in a manner that would alter the provisions requiring pro rata sharing of payments required thereby (other than to extend the Termination Date applicable to the Advances and Commitments of consenting Lenders and to compensate such Lenders for consenting to such extension; provided that (i) no amendment permitted by this parenthetical shall reduce the amount of or defer any payment of principal, interest or fees to non-extending Lenders or otherwise adversely affect the rights of non-extending Lenders under Section 2.14 or amend or waive Section 2.16 this Agreement and (ii) the opportunity to agree to such extension and receive such compensation shall be offered on equal terms to all the Lenders), or (gh) amend this Section 8.019.01; provided further that no waiver of the conditions specified in Section 3.04 in connection with any Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further, further that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, Agreement and provided further, that (B) this Agreement may be amended and restated without with the written consent of any Lender, any LC Issuing Bank or the Administrative Agent ifand Mondelēz International as set forth in Sections 2.08(c), upon giving effect to such amendment 2.10(b)(ix) and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period2.18(a); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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 the principal amount of a Bid Advance or payments or prepayments by a Borrower in respect thereof, the scheduled maturity dates of a Bid Advance, the dates on which interest is payable and decreases in interest rates borne by the Bid Advances shall not be effective without the written concurrence of the Lender which has funded such Bid Advance; provided, howeverfurther, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders), do any of the following: (a) waive any of the conditions specified in Section 3.01 3.01, 3.02, or 3.023.03, (b) increase the Commitments of the such Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the such Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Committed Advances or Letters of Credit or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Committed Advances or Letters of Credit or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Committed Advances, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under amend Section 2.14 6.01(a) or amend (e) or waive this Section 2.16 9.01, or (g) amend this release the Parent Guaranty; provided, still further, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, waive any of the conditions specified in Section 8.013.04; and provided provided, still further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive waive, modify or eliminate any of the conditions specified in Section 3.01 or 3.02Article V, (bii) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationsthat may be maintained hereunder, (ciii) reduce the principal of, or interest (or rate of interest) on, the Advances any Loan, any Applicable Margin, any Commitment Fee Margin or any fees or other amounts payable hereunderhereunder (other than fees payable to the Administrative Agent pursuant to Section 2.02(b)), (div) postpone any date fixed for any payment of principal of, or interest on, the Advances any Loan or any fees or other amounts payable hereunder (other than fees payable to the Administrative Agent pursuant to Section 2.182.02(b)) (except with respect to any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations which modification shall require only the approval of the Required Lenders), (ev) change the definition of "Required Lenders" contained in Section 1.01 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” Loans or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunder, (fvi) change (vi) amend, waive or modify Section 2.03(b) or this Section 10.01, (vii) release the provisions requiring pro rata sharing Collateral Agent's Lien on all of payments under the Collateral or any portion of the Collateral in excess of $50,000,000 (except as provided in Section 2.14 or amend or waive Section 2.16 9.03(b)), or (gviii) amend this Section 8.01extend the Commitment Termination Date or the Termination Date; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative each Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative any Agent or the LC Issuing Banks under this AgreementAgreement or any other Loan Document. Any request from the Borrower for any amendment, and provided further, that waiver or consent under this Agreement may Section 10.01 shall be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect addressed to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20No amendment of any provision of this Agreement, the Notes or any other Loan Document shall be effective unless it is in writing and signed by the Credit Parties who are a party thereto and the Required Lenders, and no amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by any Credit Party therefrom (notwithstanding anything in any Loan Document to the Borrower therefromcontrary), shall in any event THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 73 81 be effective unless the same shall be it is in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders and each applicable Credit Party, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, ; (cb) reduce the principal of, or interest (or rate of interest) on, the Advances Notes or any fees or other amounts payable hereunder, ; (dc) postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder hereunder; (other than pursuant to Section 2.18), d) waive any of the conditions specified in Article V; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” Notes or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunder, under this Agreement; (f) change the provisions requiring pro rata sharing of payments under any provision contained in this Section 2.14 or amend or waive Section 2.16 10.02; or (g) amend release any Collateral (other than in accordance with Section 7.02(d)). Notwithstanding anything to the contrary contained in this Section 8.01; and provided furtherSection, that no amendment, waiver or consent shall, unless in writing and signed by shall be made with respect to Article IX hereof without the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (y) only the consent of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify the terms and provisions of Sections ‎4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), ‎7.11, ‎8.01(b) (to the extent arising from the breach of Section ‎7.11) or the application of the proviso thereto and the last sentence of Section ‎8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders and (z) no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.:

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any --------------- provision of this Agreement, the Notes or the Surety Bond, nor consent to any departure by the Borrower or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that -------- ------- no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) except as provided in Sections 2.16 and 2.17, increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees Notes or other amounts payable hereunder, (d) except as a consequence of any extension of the Commitment Termination Date as provided in Section 2.16, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change reduce or limit the provisions requiring pro rata sharing obligations of payments the Guarantor under Section 2.14 or amend or waive Section 2.16 the Surety Bond, or (g) amend this Section 8.01; and provided further, further that no amendment, waiver or -------- ------- consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote.

Amendments, Etc. Subject to Section 2.202.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.012.23, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders (and notified to the Administrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby (other than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ef) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition aggregate undrawn amount of “Majority Lenders” outstanding Letters of Credit or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (fg) change the provisions requiring pro rata sharing of payments under Section 2.14 waive or amend or waive Section 2.16 or (gi) amend this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender, (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (including, without limitations, Indebtedness issued under this Agreement) or (j) amend the sublimits and the amounts set forth in the definition of “Borrower Sublimit”; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Fronting Bank or modify or waive Section 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (v) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under (including, without limitation, any Letter obligation to make payment on account of Credit a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be. Anything herein Notwithstanding the foregoing, the Borrowers and the Administrative Agent 86 753190870 may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the contrary notwithstandingextent necessary (a) to cure any ambiguity, during omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such period as a amendment does not adversely affect the rights of any Lender is a Defaulting Lenderor any Fronting Bank and (y) the Lenders and the Fronting Banks shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, Lenders and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether Fronting Banks, a written notice from the Majority Lenders or all of any Fronting Bank stating that the LendersMajority Lenders or such Fronting Bank, as requiredthe case may be, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing object to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderamendment.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 3.01, (ii) change the percentage of the Revolving Credit Commitments or 3.02of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) increase the Commitments of the Lenders no amendment, waiver or consent shall, unless in writing and signed by each Lender that is directly affected by such amendment, waiver or consent, (i) other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to as provided in Section 2.18) or subject the Lenders to , increase any additional obligations, Commitment of such Lender (cii) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, hereunder to such Lender or (dii) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01such Lender; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01 or or, in the case of the initial Borrowing, 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (eii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (fiii) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 5.02(d) with respect to any Collateral or any defined term to the extent used therein with respect thereto, or release any Guarantor from its obligations under the Guaranty (gexcept in connection with a transaction permitted by Section 5.01(e) or 5.02(d)), (iv) 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 and the Agent under the Loan Documents or the Hedge Agreements, (v) amend this Section 8.01, (vi) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (vii) reduce the principal of, or interest on, the Notes, any reimbursement obligations under the Letter of Credit Agreement, or any fees or other amounts or indemnifications payable hereunder, (viii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, or (ix) amend or waive any provision of Section 2.05; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Swing Line Bank or the Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Bank, as the case may be, under this Agreement or the Letter of Credit Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, in the case of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 or 3.02, (bii) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) any Lender or subject the Lenders any Lender to any additional obligations, (ciii) reduce reduce, or waive the payment of, the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)the Lenders ratably hereunder, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunderunder this Agreement, or (fvi) change amend, waive, or in any way modify or suspend any provision requiring the provisions requiring pro rata sharing application of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend of this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any amount payable to such Lender, other than any such amount payable to the Lenders ratably; and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the such Administrative Agent or the LC Issuing Banks under this Agreement, Agreement and provided further, that (B) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Partnership or the Corporation therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in -------- ------- writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than except pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the A Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the A Advances or any fees or other amounts payable hereunder (other than except pursuant to Section 2.182.16), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the A Advances, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) change limit or release the provisions requiring pro rata sharing liability of payments the Guarantor under Section 2.14 or amend or waive Section 2.16 or the Guaranty, (g) postpone any date fixed for payment under the Guaranty or (h) amend Section 2.16, Section 2.18 or this Section 8.019.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, ; and provided further, that this Agreement may be amended and restated without the consent of any Lenderamendment, any LC Issuing Bank or the Administrative Agent ifmodification, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment termination or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting LenderB Advance or payments or prepayments by either Borrower in respect thereof, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or scheduled maturity dates of any fee B Advance, the dates on which interest is payable to and decreases in interest rates borne by B Advances shall not be effective without the written concurrence of the Lender which has funded such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderB Advance.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreementany Note Document, nor and no consent to any departure by the Borrower Issuer therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Holders or by the Agents with the consent of the Required Holders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent shall (i) reduce the principal of, or interest on, the Notes payable to any Holder, reduce the amount of any fee payable for the account of any Holder, or postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Notes payable to any Holder, in each case without the written consent of any Holder affected thereby, (ii) change the percentage of the aggregate unpaid principal amount of the Notes that is required for the Holders or any of them to take any action hereunder, (iii) amend the definition of “Required Holders”, “Pro Rata Share” or “Permitted Priority Lien”, (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Note Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Holders, or release the Issuer, (v) amend, modify or waive Section 5.04 or this Section 12.02, or (vi) modify, waive, release or subordinate the superpriority claim status of the Obligations (except as permitted in this Agreement and the Note Documents), in each case (except for the foregoing clause (i)), without the written consent of each Holder of Outstanding Notes. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such actionan Agent, affect the rights or duties of the Administrative such Agent (but not in its capacity as a Holder) under this Agreement or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderNote Documents.

Amendments, Etc. Subject to Section 2.202.21(b), no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders (and notified to the Administrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby (other than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ef) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition aggregate undrawn amount of “Majority Lenders” outstanding Letters of Credit or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (fg) change the provisions requiring pro rata sharing of payments under Section 2.14 waive or amend or waive Section 2.16 or (gi) amend this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, or (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Fronting Bank or modify or waive Section 2.21; (iii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Swing Line Lender, or that would alter provisions hereof relating to or affecting Swing Line Advances made by such Swing Line Lender or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Swing Line Lender; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (v) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Fronting Bank, any Swing Line Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Fronting Bank, such Swing Line Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under (including, without limitation, any Letter obligation to make payment on account of Credit a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Fronting Bank, such Swing Line Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive extend or increase the Commitment of any Lender, or reinstate the Commitment of any Lender after the conditions specified termination of such Commitment pursuant to Section 8.02, in Section 3.01 or 3.02each case, without the written consent of such Lender (it being understood that a waiv... (b) increase subject to the Commitments last paragraph of the Lenders (other than pursuant to Section 2.05(c))definition of “Eurocurrency Rate”, extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for scheduled for, or reduce the amount of, any payment of principal of, or interest on, the Advances any Loan or L/C Borrowing or any fees or other amounts payable hereunder hereunder... (other than pursuant to c) reduce the principal of, or the rate of interest specified herein on, or change the currency of, any Loan or L/C Borrowing (it being understood that a waiver of any Default or Event of Default or mandatory prepayment shall not constitute a reducti... (d) amend or otherwise modify Section 2.186.01(c) or Section 6.02, without the consent of the majority of Lenders that have selected the “Private Side Information” or similar designation (as in effect at the time of the relevant vote); provided, however, ... (e) change (i) any provision of this Section 10.01, or the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or portion of the Loans or Commitments required to amend, waive or otherwise modify... (f) other than in a transaction permitted under Section 7.03 or Section 7.04, 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; (g) other than in a transaction permitted under Section 7.03 or Section 7.04, release all or substantially all of the aggregate unpaid principal amount value of the AdvancesGuaranty, or change the definition of “Majority Lenders” all or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or substantially all of the LendersGuarantors, as required, have approved any such amendment without the written consent of each Lender; (h) (i) amend or waiver otherwise modify Section 7.08 (and the definition of “Majority Lenders” will automatically be deemed modified accordingly or for the duration purposes of such perioddetermining compliance with the Financial Covenant, any defined terms used therein), or Section 8.03, or (ii) waive or consent to any Default or Event of Default resulting from a b... (i) waive any condition precedent set forth in Section 4.02 with respect to Credit Extensions consisting of Delayed Draw Term Loans without the written consent of the Required Delayed Draw Term Lenders (other than any Defaulting Lender); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.how...

Amendments, Etc. Subject to Section 2.20No amendment, no amendment modification, termination, or waiver of any provision of this Agreementany Loan Document to which Borrower is a party, nor consent to any departure by the Borrower therefromfrom any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersAgent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent consent, shall, unless in writing and signed by all the LendersBanks, do any of the following: (a1) waive any of the conditions precedent specified in Section 3.01 or 3.02, ; (b2) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders any Bank to any additional obligations, ; (c3) reduce the principal of, or interest (or rate of interest) on, the Advances any Note or any fees or other amounts payable hereunder, ; (d4) postpone any date fixed for any payment of principal of, or interest on, the Advances any Note or any fees hereunder; (5) modify or waive any covenant hereof; (6) waive, release, compromise or settle any claim against the Borrower or any other amounts payable hereunder obligation with respect to the Loan; or (other than pursuant to Section 2.18), (e7) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advancesthis , or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunderand, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such actionother Banks, affect the rights or duties of the Administrative Agent or under any of the LC Issuing Banks under this AgreementLoan Documents. Notwithstanding the foregoing, and provided further, that this Agreement may be amended and restated without the consent of any Lenderthe Banks, the Agent shall be able to approve asset sales of less than $100,000.00 and extend reporting dates by no longer than 30 days. Furthermore, any LC Issuing Bank other amendment, modification, termination, or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have waiver of any Commitment or other obligation hereunder or under provision of any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of Loan Documents not specifically set forth in this proviso, will shall require the consent of the Banks which cumulatively have extended 60% or more of the outstanding balance of the Loan (such Defaulting LenderBanks collectively, the "Requisite Banks"), shall be in writing and shall be signed by the Agent.

Amendments, Etc. Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase or reinstate the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to with consent of Lenders. Except as provided in Section 2.208.02, no amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section Sections 3.01 or and 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) increase the Commitments of the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ef) change the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Revolving Credit Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 hereunder or (g) amend this Section 8.018.01 (each of clauses (a) through (g), a "Restricted Event"); and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the TABLE OF CONTENTS rights or duties of the Agent under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties obligations of the Administrative Agent or the LC Issuing Banks in their capacities as such under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority 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, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01 or, in the case of the Initial Extension of Credit, Section 3.02; (ii) change the number of Lenders or 3.02the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit or Alternative Currency Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder; (iii) release any material portion of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any material portion of the Collateral in any transaction or series of related transactions to secure any liabilities or obligations other than Obligations owing to the Secured Parties under the Loan Documents; (iv) release any of the Guarantors from their Guaranty, other than the release of the Guaranty of Mechanical Products and/or Minitec (and the release from any Collateral Document executed and delivered by Mechanical Products and/or Minitec of Mechanical Products and/or Minitec, as appropriate) upon the sale of all of the capital stock, or all or substantially all of the assets, of Mechanical Products and/or Minitec, as applicable, in accordance with the terms and conditions of this Agreement; (v) amend this Section 8.01; or (vi) limit the liability of any Loan Party under any of the Loan Documents and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender affected thereby, (i) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) such Lender or subject the Lenders such Lender to any additional obligations, (cii) reduce the principal of, or interest (or rate of interest) on, the Advances Notes held by such Lender or any fees or other amounts payable hereunderhereunder to such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Advances Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or (other than pursuant to Section 2.18), (eiv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, waive or change the definition order or method of “Majority application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Required Alternative Currency Lenders” , in addition to the Lenders required above to take such action, affect the rights or obligations of the Alternative Currency Revolving Credit Lenders under this Agreement or any other Loan Document; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the number of Lenders that shall be required for Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or the Issuing Bank, as the case may be, under this Agreement or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01other Loan Document; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Document.

Amendments, Etc. Subject to Section 2.202.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.012.23, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders (and notified to the Administrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby (other than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ef) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition aggregate undrawn amount of “Majority Lenders” outstanding Letters of Credit or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (fg) change the provisions requiring pro rata sharing of payments under Section 2.14 waive or amend or waive Section 2.16 or (gi) amend this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender, (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (including, without limitations, Indebtedness issued under this Agreement), or (j) amend the sublimits and the amounts set forth in the definition of “Borrower Sublimit”; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the 86 753191124 Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Fronting Bank or modify or waive Section 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (v) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under (including, without limitation, any Letter obligation to make payment on account of Credit a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be. Anything herein Notwithstanding the foregoing, the Borrowers and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the contrary notwithstandingextent necessary (a) to cure any ambiguity, during omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such period as a amendment does not adversely affect the rights of any Lender is a Defaulting Lenderor any Fronting Bank and (y) the Lenders and the Fronting Banks shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, Lenders and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether Fronting Banks, a written notice from the Majority Lenders or all of any Fronting Bank stating that the LendersMajority Lenders or such Fronting Bank, as requiredthe case may be, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing object to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderamendment.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Company and the relevant Designated Borrower, if applicable, and the Required Lenders, or in the case of Section 2.13 and any Uncommitted Note, the Company and the Lender to which such Note is payable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or the written consent shall, unless in writing of the Company and signed by all the Lenders, do Lenders shall be required in order to amend or waive any provision of the following: Agreement or the Notes other than Section 2.13 which would have the effect of (a) waive any of a reduction in principal, interest or fees payable to the conditions specified in Section 3.01 Lenders under this Agreement or 3.02the Committed Notes, (b) increase the Commitments postponement of any date fixed for the Lenders payment of any principal, interest or fees under this Agreement or the Committed Notes (other than excluding any such postponement pursuant to Section 2.05(c2.01(d)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce an increase in the principal of, or interest Commitments (or rate of interest) on, the Advances or excluding any fees or other amounts payable hereundersuch increases pursuant to Section 2.01(c)), (d) postpone any date fixed for any payment amending or waiving compliance with the last sentence of principal ofSection 2.01(a), Section 2.08, Section 8.05 or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to this Section 2.18)8.01, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change amending the definition of “Majority Lenders” or the number of Lenders that shall be required for the Required Lenders or any of them to take any action hereunder, (f) change any release or modification of the provisions requiring pro rata sharing of payments Company’s guarantee under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01Article IX; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided provided, further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend any Lender shall not be extended without the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the prior written consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, Company therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02Article III except as otherwise provided therein, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Loans or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, Loans or change the definition Letter of “Majority Lenders” or the number of Lenders that Credit Obligations which shall be required for the Lenders or any of them to take any action hereunder, (f) change release all or substantially all of the provisions requiring pro rata sharing of payments under Collateral except as shall otherwise be provided in Section 2.14 7.5 or amend or waive Section 2.16 in the Collateral Documents, (g) release any Guarantor from a Guaranty, except as shall otherwise be provided in such Guaranty, or (gh) amend this Section 8.0111.1 or the definition of the term "Majority Lenders" contained in Section 1.1; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and or the LC Issuing Banks Issuers in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks Issuers, respectively, under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Documents.

Amendments, Etc. Subject (a) No amendment to Section 2.20, no amendment or waiver of any provision of this Agreement, Credit Agreement nor consent to any departure by the Borrower therefromor the Servicer, shall in any event be effective unless the same shall be in writing and signed by (i) in the Majority Lenderscase of any amendment, waiver or consent relating to an Event of Default or Servicer Default, the Collateral Agent, each Managing Agent on behalf of the Lenders in its Lender Group, the Borrower, FCI and the Servicer (and with respect to a material amendment, approved by S&P, Xxxxx'x and Fitch), or (ii) in the case of any other amendment, waiver or consent, the Collateral Agent, the Required Managing Agents, the Borrower, FCI and the Servicer (and with respect to a material amendment, approved by S&P, Xxxxx'x and Fitch); provided, however, that -------- ------- an amendment, waiver or consent described in clause (ii) above shall be effective if in writing and signed by the Collateral Agent, the Deal Agent, and each Managing Agent on behalf of the Lenders in its Lender Group (with respect to a waiver or consent by any of the Collateral Agent, the Deal Agent, any Managing Agent or any Lender), the Borrower (with respect to a waiver or consent by it), FCI (with respect to a waiver or consent by it), or the Servicer (with respect to a waiver or consent by it), as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. This Credit Agreement contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement (together with the exhibits hereto) among the parties hereto with respect to the subject matter hereof, however, that no amendment, waiver superseding all prior oral or consent shall, unless written understandings (except such understandings as are set forth in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” FRSI Fee Letter or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such periodBOCM Fee Letter); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no (a) No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (bi) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, ; (cii) reduce the principal of, or interest (or rate of interest) on, the Advances Loans or any fees or other amounts payable hereunder, ; (diii) postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder hereunder; (other than pursuant to Section 2.18), (eiv) change the percentage of the Commitments or of Commitments, the aggregate unpaid principal amount of the AdvancesLoans, or change the definition of “Majority Lenders” or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunder; (v) release any Collateral except as shall otherwise be provided in (A) clause (ii) of the second proviso of this Section 10.1, (fB) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 7.4 or (gC) the other Loan Documents; (vi) amend this Section 8.0110.1; or (vii) increase the Advance Rate in effect from time to time above the rates set forth on Schedule IV as of the Closing Date; and provided furtherPROVIDED, FURTHER, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the LC Issuing Banks under this Agreementother Loan Documents and (ii) the Agent may, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, release Collateral which has a value determined at the lower of cost or net book value not in excess of $15,000,000 in the aggregate; provided that each disposition of Collateral pursuant to clause (ii) above shall be at the fair market value of such Collateral, as required, have approved determined by the Agent in its reasonable discretion based upon facts and circumstances existing at the time of such sale or other disposition as shall be presented to it by the Borrower and provided further that all net proceeds from any such amendment sale or waiver (and other disposition shall be applied to prepay the definition of “Majority Lenders” will automatically be deemed modified accordingly Loans in the same manner provided for the duration application of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, Asset Sales in Section 2.6(b)(i) and reduce the principal amount of any obligation owing to such Defaulting Lender, reduce Commitments in the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.same manner provided for Asset Sales in Section 2.4(b). 117

Amendments, Etc. Subject to Section 2.202.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.012.23, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders (and notified to the Administrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby (other than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (ef) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition aggregate undrawn amount of “Majority Lenders” outstanding Letters of Credit or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (fg) change the provisions requiring pro rata sharing of payments under Section 2.14 waive or amend or waive Section 2.16 or (gi) amend this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender, (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (including, without limitations, Indebtedness issued under this Agreement) or (j) amend the sublimits and the amounts set forth in the definition of “Borrower Sublimit”; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this AgreementAgreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Fronting Bank or modify or waive Section 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (v) this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under (including, without limitation, any Letter obligation to make payment on account of Credit a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Fronting Bank or the Administrative Agent, as the case may be. Anything herein Notwithstanding the foregoing, the Borrowers and the Administrative Agent 86 753191373 may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the contrary notwithstandingextent necessary (a) to cure any ambiguity, during omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such period as a amendment does not adversely affect the rights of any Lender is a Defaulting Lenderor any Fronting Bank and (y) the Lenders and the Fronting Banks shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, Lenders and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether Fronting Banks, a written notice from the Majority Lenders or all of any Fronting Bank stating that the LendersMajority Lenders or such Fronting Bank, as requiredthe case may be, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing object to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderamendment.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank Lender or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by the Company or any other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Non-Defaulting Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or Section 3.02, (b) increase or extend the Revolving Credit Commitments of the Lenders (other than pursuant to in accordance with Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations2.18 and 2.20, (c) reduce the principal of, or interest (or rate of interest) interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change reduce or limit the provisions requiring pro rata sharing obligations of payments the Company under Section 2.14 7.01 or release or otherwise limit the Company’s liability with respect to its obligations under Article VII, (g) extend the termination date of any Letter of Credit (other than a Special Letter of Credit) beyond the Termination Date, or amend or waive the last sentence of Section 2.16 2.03(b) or (gh) amend the definition of “Required Lenders” or this Section 8.019.01; and provided further, further that no any amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without requiring the consent of any Lenderall Non-Defaulting Lenders under clauses (b), any LC Issuing Bank or the Administrative Agent if(c), upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restatedd) or have (f) of the preceding proviso that by its terms adversely affects any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, Agreement shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Lenders, or by the Borrower and the Administrative Agent on behalf of the Majority Lenders, and then such no waiver or consent of any provision of this Agreement shall be effective only unless the same shall be in writing and signed by the specific instance and for Administrative Agent with the specific purpose for which givenconsent of the Majority Lenders; provided, however, that no amendment, or waiver or consent shall, unless in writing and signed by all the Lenders or by the Administrative Agent with the consent of all the Lenders, do any of the following: (a) waive any of increase or extend the conditions specified in Section 3.01 or 3.02Commitments (other than as contemplated by Sections 2.18 and 2.19), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Notes or any fees (other than the Administrative Agent’s fee referred to in Section 2.03(c)) or other amounts payable hereunder, (dc) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees (other than the Administrative Agent’s fee referred to in Section 2.03(c)) or other amounts payable hereunder hereunder, (other than pursuant to d) change the second sentence of Section 2.182.13(a), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that Advances which shall be required for the Lenders or any of them to take any action hereunder, hereunder or (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, further that no amendment, amendment or waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, . This Agreement and provided further, that this Agreement may be amended the agreement referred to in Section 2.03(c) and restated without the consent Notes constitute the entire agreement of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein parties with respect to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments subject matter hereof and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of thereof. Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.Agreement

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01 or 3.023.01, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders to take any action hereunder; (iii) amend this Section 8.01, (iv) release all or substantially all of the value of the Subsidiary Guaranty; (v) change Section 2.15 or any other provision of this Agreement in any manner which would alter the pro rata sharing of payments; or (vi) change Section 2.05 in any manner which would alter the pro rata reduction of the Unused Revolving Credit Commitments; (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitments of the Lenders such Lender (other than pursuant to as provided in Section 2.05(c)2.18), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest (or rate of interest) on, the Advances Notes held by such Lender or any fees or other amounts payable hereunderhereunder to such Lender, or (diii) postpone any date fixed for any payment of principal of, or interest on, the Advances Notes held by such Lender or any fees or other amounts payable hereunder to such Lender; (other than pursuant c) no amendment, waiver or consent shall, unless in writing, impose any greater restriction on the ability of any Lender to Section 2.18)assign any of its rights or obligations hereunder without the written consent of the Required Lenders; (d) no amendment, waiver or consent shall, prior to the termination of the Revolving Credit Commitments, unless also signed by the Required Lenders, (ei) change the percentage waive any Default for purposes of the Commitments a Borrowing of Loans or issuance of the aggregate unpaid principal amount a Letter of the AdvancesCredit under Section CHAR1\1986393v3 3.02, (ii) amend, change, waive, discharge or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the terminate Section 3.02 in a manner adverse to such Lenders or any of them to take any action hereunder(iii) amend, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 change, waive, discharge or amend or waive Section 2.16 or (g) amend terminate this Section 8.018.01(d); and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and no amendment, waiver or consent shall, (x) unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement or (y) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Lender in its capacity as such under this Agreement; provided, and provided further, that this Agreement notwithstanding anything to the contrary herein, the Fee Letter may be amended amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding the foregoing, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and restated without any amendment, waiver or consent which by its terms requires the consent of any all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (i) the Defaulting Lender’s Commitment may not be increased or extended without its consent, any LC Issuing Bank (ii) the principal amount of, or interest or fees payable on, Loans or reimbursement obligations with respect to drawn Letters of Credit may not be reduced or excused or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case scheduled date of payment may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, postponed as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to without such Defaulting Lender’s consent and (iii) any waiver, reduce amendment or other modification requiring the amount consent of all Lenders or the rate or amount of interest on each affected Lender that affects any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will more adversely than other affected Lenders shall require the consent of such Defaulting Lender. With respect to any matter requiring the approval of each Lender, each Lender directly and adversely affected thereby or other specified Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 8.07(i) as to such matter.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no An amendment or waiver of any provision of this AgreementAgreement or the Notes, nor or a consent to any departure by the any Borrower therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Majority Lenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingbe effective to: (a) waive any of the conditions specified in Section 3.01 or 3.02Article III, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, any Advance or the Advances Notes or any facility fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances any Advance or the Notes or any facility fees or other amounts payable hereunder (other than pursuant to Section 2.18)hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Advance or the AdvancesNotes, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunderunder this Agreement, (f) change the provisions requiring pro rata sharing of payments under amend this Section 2.14 or amend or waive Section 2.16 or 9.1, (g) amend this Section 8.01amend, waive or consent to any departure of any provision in Article VI or (h) except as provided below, release any Borrower or Holding or EPNGC or any Restricted Affiliate from its guarantee in Article VI, the Holding Guarantee or the EPNGC Guarantee or any Restricted Affiliate Guarantee, as the case may be; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks CAF Advance Agent under this Agreement or any Note; provided, still further, that the guarantee of a Borrower under Article VI and of a Restricted Affiliate under its Restricted Affiliate Guarantee shall be released automatically upon (i) the sale by the Company of such Borrower or Restricted Affiliate, provided that such sale is permitted under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect (ii) such Borrower or Restricted Affiliate ceasing to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) Borrower or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers Restricted Affiliate hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all each of the LendersLenders directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following: (a) waive postpone any date fixed by this Agreement or any other Loan Document for any payment of the conditions specified in Section 3.01 principal, interest, fees or 3.02, (b) increase the Commitments of other amounts due to the Lenders (or any of them) hereunder or under any other than pursuant Loan Document, except to the extent permitted under Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) 2.12; reduce the principal of, or interest (or the rate of interest) interest specified herein on, the Advances any Loan or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal ofL/C Borrowing, or interest on, (subject to clause (iii) of the Advances or flush paragraph below) any fees or other amounts payable hereunder or under any other Loan Document; 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 Borrower to pay interest at the Default Rate; change the Pro Rata Share of any Lender (except for any such change resulting from Sections 2.12 or 3.06(b)); amend this Section 10.01 or any provision herein providing for consent or other than action by all the Lenders; release all or substantially all of the collateral under any Loan Document or all or substantially all of the Guarantors from the Guaranty; amend the definition of Required Lenders; extend or increase the Revolving Commitment or Term Loan Commitment of any Lender (or reinstate any Revolving Commitment or Term Loan Commitment that has been terminated pursuant to Section 2.188.02), (e) change except for any such increase made in accordance with Section 2.12; or change, as applicable, the percentage of the Aggregate Revolving Commitments or the Term Loan Commitments or of the aggregate unpaid principal amount of the Advances, Revolving Loans and L/C Obligations or change the definition of “Majority Lenders” or the number of Lenders that shall be Term Loans which is required for the Revolving Lenders or the Term Lenders or any of them to take any action hereunder; and, provided further that, notwithstanding any provision above, (fi) change no amendment, waiver or consent shall, unless in writing and signed by the provisions requiring pro rata sharing L/C Issuer in addition to the Required Lenders, each directly-affected Lender, or all the Lenders, as the case may be, affect the rights or duties of payments the L/C Issuer under Section 2.14 this Agreement or amend any Letter of Credit Application relating to any Letter of Credit issued or waive Section 2.16 or to be issued by it; (gii) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such actionRequired Lenders, each directly- affected Lender or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement or any other Loan Document; (iii) the Fee Letters may be amended amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and restated (iv) no amendment, waiver or consent shall amend the definition of "Required Class Lenders" without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter Required Class Lenders of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereundereach Class, or alter the terms required applications of this provisoany repayments or prepayments as between Classes pursuant to Sections 2.04, will require 2.05 or the Intercreditor Agreement, or the applicable Joinder Agreement without the consent of the Required Class Lenders of each Class that is being allocated a lesser repayment or prepayment as a result thereof. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of any Credit Extension required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased (except for any such increase resulting from Sections 2.12, or 3.06(b)) without the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no (i) No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (a) waive extend the expiration date of any Letter of Credit beyond the first anniversary of the conditions specified in Section 3.01 or 3.02Termination Date of the relevant Issuing Bank, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunderhereunder to such Lender, (dc) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)such Lender, (ed) change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesTotal Outstandings, or change the definition of “Majority Lenders” or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (fe) change release the provisions requiring pro rata sharing of payments under guarantee set forth in Section 2.14 or amend or waive Section 2.16 10.01 or (gf) amend this Section 8.019.01, Section 9.07(j), Section 1.07 or Section 2.13; and provided further, further that (1) no amendment, waiver or consent shallshall affect the rights or duties of the Administrative Agent, and any Issuing Bank or any Swing Loan Bank, as the case may be, under this Agreement or any other Loan Document, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent and Agent, such Issuing Bank or such Swing Loan Bank, as the LC Issuing Banks case may be, in addition to the Lenders required above to take such action, (2) no amendment, waiver or consent shall affect the rights or duties of any Lender that has made a Competitive Bid Loan unless such amendment, waiver or consent is in writing and signed by such Lender in respect of such Competitive Bid Loan, in addition to the Administrative Agent Lenders required above to take such action, (3) subject to the provisions of Section 2.06 and 2.15, no amendment, waiver or consent shall reduce the LC Issuing Banks under this Agreementprincipal of, or interest on, the Revolving Loans or postpone any date fixed for any payment of principal of, or interest on, the Revolving Loans, unless in each case signed by each Lender FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 105 affected thereby, (4) no amendment, waiver or consent shall reduce the principal of, or interest on, the Swing Loans or postpone any date fixed for any payment of principal of, or interest on, the Swing Loans, unless in each case signed by all of the Swing Loan Banks, (5) no amendment, waiver or consent shall reduce the principal of, or interest on, the Letter of Credit Loans or postpone any date fixed for any payment of principal of, or interest on, the Letter of Credit Loans, unless in each case signed by each affected Lender, (6) subject to the provisions of Sections 2.06 and provided further2.15, that this Agreement may be amended and restated without no amendment, waiver or consent shall extend the consent Termination Date of the Commitment or increase the Commitment of any Lender, any LC Swing Loan Bank or Issuing Bank or the Administrative Agent ifsubject any Lender, upon giving effect Swing Loan Bank or Issuing Bank to such amendment and restatementany additional obligations, unless signed by such Lender, such LC Issuing Swing Loan Bank or the Administrative AgentIssuing Bank, as the case may be, be and (7) any amendment to a ratio or requirement that is contemplated pursuant to Section 1.03(b) shall no longer be require a party to this Agreement (as so amended writing signed only by the Company and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein Notwithstanding anything to the contrary notwithstandingherein, during such period as a no Defaulting Lender is a shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting LenderLenders), to except that (x) the fullest extent permitted by applicable law, such Commitment of any Defaulting Lender will may not be entitled to vote in respect of amendments and waivers hereunder, and increased or extended without the Commitments and the outstanding Advances or other Extensions of Credit consent of such Lender hereunder will not be taken into account in determining whether and (y) any waiver, amendment or modification requiring the Majority consent of all Lenders or all of the Lenders, as required, have approved each affected Lender that by its terms affects any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of ---------------- this Agreement, the Security Instruments, the Notes, or any other Loan Document, nor consent to any departure by any Related Person from the Borrower therefromterms thereof, shall in any event be effective unless the same shall be in writing and signed by (i) if such party is Borrower, by Borrower, (ii) if such party is Agent, by Agent and (iii) if such party is a Lender, by such Lender or by Agent on behalf of Lenders with the written consent of Majority LendersLenders (or without further consent than that already provided herein in the circumstances provided in Section 10.16). Notwithstanding the foregoing or anything to the contrary herein, Agent shall not, without the prior consent of each individual Lender, execute and then deliver on behalf of such Lender any waiver or consent shall be effective only in the specific instance and for the specific purpose for amendment which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingwould: (a1) waive any of the conditions specified in Article III (provided that Agent may in its discretion withdraw any request it has made under Section 3.01 or 3.023.02(g)), (b2) increase the Commitments Percentage Share of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments Commitment of the Lenders (other than pursuant to Section 2.18) such Lender or subject the Lenders such Lender to any additional obligations, (c3) reduce any fees hereunder, or the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereundersuch Lender's Note, (d4) postpone any date fixed for any payment of any fees hereunder, or principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)such Lender's Note, (e5) amend the definition herein of "Majority Lenders" or otherwise change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be Percentage Shares which is required for the Agent, Lenders or any of them to take any particular action hereunderunder the Loan Documents, (f6) change release Borrower from its obligation to pay such Lender's Note, (7) amend the provisions requiring pro rata sharing definitions of payments "Mortgage Collateral," "Collateral Value of Tranche A Borrowing Base," "Collateral Value of Tranche B Borrowing Base" or "Aggregate Collateral Value of the Borrowing Base," (8) release Guarantor from any of its obligations under Section 2.14 or amend or waive Section 2.16 the Loan Documents, or (g9) amend this Section 8.01; release any Collateral except in accordance with and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition pursuant to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Documents.

Amendments, Etc. Subject to Section 2.20Except as otherwise expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by an instrument in writing signed by the Borrower therefromCompany, shall in any event be effective unless the same shall be in writing Administrative Agent and signed the Majority Lenders, or by the Company and the Administrative Agent acting with the consent of the Majority Lenders, and then such waiver any provision of this Agreement may be waived by the Majority Lenders or by the Administrative Agent acting with the consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingMajority Lenders; provided that: (a) waive any of the conditions specified in Section 3.01 no modification, supplement or 3.02waiver shall, (b) increase the Commitments unless by an instrument signed by all of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without acting with the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders: (i) increase, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of any of the Commitment Commitments, or extend the time or waive any requirement for the reduction or termination of such Defaulting Lenderany of the Commitments, (ii) extend the date fixed for the payment of principal of or interest owing to such Defaulting Lender on any Loan, the Reimbursement Obligations or any fee hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, (iii) reduce the amount of or any such payment of principal, (iv) reduce the rate at which interest is payable thereon or amount of interest on any amount owing to such Defaulting Lender or of any fee is payable to such Defaulting Lender hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of this provisoSection 11.04, will (vii) modify the definition of the term "Majority Lenders", "Majority Series A Lenders" or "Majority Series B Lenders", or modify in any other manner the number or percentage of the Lender required to make any determinations or waive any rights hereunder or to modify any provision hereof; or (viii) waive any of the conditions precedent set forth in Section 6 hereof; (b) any modification or supplement of Section 10 hereof shall require the consent of the Administrative Agent; and (c) notwithstanding the above, (i) Sections 2.01(a), 2.03, 2.04(a), 2.05(i) and 5.06, may be modified or supplemented only by an instrument in writing signed by the Company, the Administrative Agent and the Series A Lenders, or by the Company and the Administrative Agent acting with the consent of the Series A Lenders, and any such Defaulting Lenderprovision may be waived by the Series A Lenders or by the Administrative Agent acting with the consent of the Series A Lenders, and (ii) Sections 2.01(b), 2.04(b) and 2.05(ii) may be modified or supplemented only by an instrument in writing signed by the Company, the Administrative Agent and the Series B Lenders, or by the Company and the Administrative Agent acting with the consent of the Series B Lenders, and any such provision may be waived by the Series B Lenders or by the Administrative Agent acting with the consent of the Series B Lenders.

Amendments, Etc. Subject to Section 2.20, no No amendment or waiver of any provision of this AgreementAgreement or any of the other Loan Documents, nor consent to any departure by any of the Borrower Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the Majority Loan Parties affected thereby and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrower and all of the LendersLenders (other than any Lender that is an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.023.01, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend or postpone the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligationsTermination Date, (c) reduce the principal of, or interest (or rate of interest) on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (d) postpone any scheduled date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18)2.03, 2.05 or 2.06, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or change the definition of “Majority Lenders” or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) change release all or substantially all of the provisions requiring pro rata sharing value of payments under Section 2.14 or amend or waive Section 2.16 the Guaranty, or (g) amend this Section 8.019.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderLoan Document.

Amendments, Etc. Subject to Section 2.20, no amendment or waiver of any Any provision of this AgreementAgreement or any Security Instrument may be amended, nor consent to any departure by modified or waived with the Borrower therefrom, shall in any event be effective unless the same shall be in writing Borrower’s and signed by the Majority Lenders’ prior written consent; provided that (i) no amendment, and then such modification or waiver which extends the final maturity of the Loans, forgives the principal amount of any Obligations reduces the interest rate applicable to the Loans or consent the fees payable to the Lenders generally shall be effective only in without the specific instance and for the specific purpose for which given; providedconsent of each Lender adversely affected thereby, however, that (ii) no amendment, modification or waiver which increases the Borrowing Base, affects Section 2.03(a), 4.05, this Section 12.04 or consent shallSection 12.06(a), unless in writing and signed by releases any Guarantor (except as expressly contemplated herein) or all or substantially all the Lenders, do any of collateral or modifies the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition definitions of “Majority Lenders” or the number of Lenders that “Required Lenders” shall be required for effective without consent of all Lenders (other than Defaulting Lenders, and other than in the Lenders case of Section 4.05, any reallocation as a result of a Lender becoming or any of them ceasing to take any action hereunder, be a Defaulting Lender); (fiii) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, modification or waiver or consent shall, unless in writing and signed by which increases the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties Maximum Revolving Credit Amount of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may any Lender shall be amended and restated effective without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender; and (iv) no amendment, such LC Issuing Bank modification or waiver which modifies the rights, duties or obligations of the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) Swing Line Lender or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC the Issuing Bank or shall be effective without the consent of the Administrative Agent, as the case may be. Anything herein to Swing Line Lender or the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the LendersIssuing Bank, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.applicable