Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each affected Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a5.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap establish any commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) make Committed Loans hereunder without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document a Lender without the written consent of each Lender directly affected thereby; (d) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate,” or to waive any obligation of any the Borrower to pay interest at the Default Rate, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder; (e) change Section 2.12 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of the Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under Lender; (g) release all or substantially all of the affected Tranchevalue of the Guaranties without the written consent of each Lender; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any term Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. All communications from the Administrative Agent to any Money Market Loan Lender requesting such Lender’s determination, consent, approval or disapproval (except the increase a) shall be given in the principal amount thereof or the extension form of any Interest Period until after the Revolving Maturity Date applicable a written notice to the Borrower of such LoanLender, (b) made shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender hereunder where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be effective resolved, (c) shall include, if signed reasonably requested by such Lender and to the applicable extent not previously provided to such Lender, written materials and, as appropriate, a brief summary of all oral information provided to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved, and acknowledged by (d) shall include the Administrative Agent’s recommended course of action or determination in respect thereof.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each directly and adversely affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each directly and adversely affected Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, directly and adversely affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, directly and adversely affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, directly and adversely affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding In addition, notwithstanding anything in this Section to the contrary hereincontrary, if the Administrative Agent and the Borrowers shall have jointly identified a manifest error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and, in each case, the Administrative Agent shall promptly notify the Lenders of such amendment and such amendment shall become effective without any further action or waiver consent of any term of other party to any Money Market Loan (except Document if the increase same is not objected to in writing by the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable Required Lenders to the Borrower Administrative Agent within 10 Business Days following receipt of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agentnotice thereof.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and Holdings or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement scheduled for any payment of principal or interest under Sections 2.07 or 2.08, or any other Loan Document date fixed in writing by the Administrative Agent for any scheduled the payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 amend or Section 7.2 in a manner that would alter modify the pro rata sharing requirements of payments required thereby without Section 3.07, change the written consent of each affected Lender; (f) amend provision in Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) 11.06(a)(i), change any provision of this Section 11.01 or the definition definitions of “Required Lenders” or “Majority Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender Lender; (e) change the provisions of any Loan Document in a manner that has by its terms materially and adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a Commitment majority in interest of the outstanding Loans and unused Commitments of each materially and adversely affected Class; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (g) release any Borrower or all or substantially all of the Subsidiary Guarantors, from its or their obligations under the affected Tranche; provided further, that (i) no amendment, waiver or Loan Documents without the written consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.Lender;

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionAgreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrowers or the applicable BorrowerLoan Party, and acknowledged by as the Administrative Agentcase may be, 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: (a) waive extend or increase the Commitment of any condition set forth in Section 4.1(a) Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement scheduled for, or reduce the amount of, any other Loan Document for any scheduled payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.07 or any of them) hereunder or under any other Loan Document Section 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of First Lien Senior Secured Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest; provided, however, provided that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest at the Default Rate; (ed) change any provision of this Section 2.12 10.01, the definition of “Required Lenders,” “Required Revolving Credit Lenders” or “Pro Rata Share” or Section 7.2 in a manner that would alter 2.05(b)(iv)(Y), Section 2.05(d)(iv) (with respect to the pro rata sharing of payments required thereby requirement to make ratable payments), Section 2.06(c) or Section 8.04 without the written consent of each Lender affected Lenderthereby; (fe) amend Section 1.6 release all or substantially all of the definition Collateral in any transaction or series of “Alternative Currency” related transactions, without the written consent of each Lender; orprovided that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (e) to the extent such transaction does not result in the release of all or substantially all of the Collateral; (gf) change release all or substantially all of the Guarantees in any provision transaction or series of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderrelated transactions, without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided furtherthat any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (f) to the extent such transaction does not result in the release of all or substantially all of the Guarantees; or (g) make any Loan, interest, fee or other amount payable in any currency other than as expressly provided herein; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, change any provision of Section 1.10 or affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iiiv) no Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing other modification; and signed (v) any amendment or waiver that by a Swing Line Lender in addition to the Lenders required above, affect its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders. Notwithstanding the foregoing, (x) the Letter of Credit Sublimit may be increased with the consent of the Required Revolving Credit Lenders, each L/C Issuer and the Administrative Agent, (y) the Swing Line Sublimit may be increased with the consent of the Required Revolving Credit Lenders, the Swing Line Lender under and the Administrative Agent and (z) this Agreement; Agreement may be amended (iiior amended and restated) no amendmentwith the written consent of the Required Lenders, waiver the Administrative Agent and the Borrowers (a) to add one or consent shallmore additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, unless the Revolving Credit Loans, the Incremental Term Loans, if any, and the accrued interest and fees in writing respect thereof and signed by the applicable Swing Line Agent in addition (b) to include appropriately the Lenders required above, affect holding such credit facilities in any determination of the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoRequired Lenders. Notwithstanding anything to the contrary hereincontained in this Section 10.01, any amendment or waiver of any term of any Money Market Loan (except the increase guarantees, collateral security documents and related documents executed by Subsidiaries in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by connection with this Agreement may be in a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged form reasonably determined by the Administrative AgentAgent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrowers without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1previously terminated) without the written consent of such Lender; (cb) postpone any scheduled date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, interest or fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or (subject, for the avoidance of doubt, to the provisions of Section 3.03(b)) the rate of interest specified herein on, any Loan, Loan or (subject to clause (ii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.11 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (fe) amend Section 1.6 or change the definition currency in which Loans of “Alternative Currency” any Lender are denominated without the written consent of each such Lender; or (gf) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretothereto (and no consent of any other Person shall be required therefor); (iii) this Agreement may be amended in the manner provided in Section 3.03(b) and (iv) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice and copy thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder or under any other Loan Document (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except with respect to any term of any Money Market Loan amendment, waiver or consent referred to in clause (except the increase a), (b) or (c) above and then only in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of event such Loan) made by a Defaulting Lender hereunder shall be effective if signed directly affected by such Lender and the applicable Borrower and acknowledged by the Administrative Agentamendment, waiver or consent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionSection 9.1, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each directly and adversely affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each directly and adversely affected Lender; or (g) change any provision of this Section 9.1 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the directly and adversely affected TrancheLender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, directly and adversely affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, directly and adversely affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, directly and adversely affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding In addition, notwithstanding anything in this Section 9.1 to the contrary hereincontrary, if the Administrative Agent and the Borrowers shall have jointly identified a manifest error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and, in each case, the Administrative Agent shall promptly notify the Lenders of such amendment and such amendment shall become effective without any further action or waiver consent of any term of other party to any Money Market Loan (except Document if the increase same is not objected to in writing by the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable Required Lenders to the Borrower Administrative Agent within ten Business Days following receipt of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agentnotice thereof.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender (it being understood that the waiver of any mandatory prepayment shall not constitute an extension or increase of any Commitment of any Lender); (cb) postpone any date fixed by this Agreement Agreement, any Additional Credit Extension Amendment or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any of the other Loan Document Documents without the written consent of each Lender directly affected therebyentitled to such payment (it being understood that the waiver of or amendment to the terms of any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected therebyentitled to such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment Lender; (f) except as expressly permitted hereunder, release all or substantially all of the Guarantors from their obligations under the affected TrancheLoan Documents without the written consent of each Lender; or (g) except for releases of Collateral in accordance with the provisions of Section 9.10 hereof (in which case, such release may be made by the Administrative Agent acting alone), release all or substantially all of the Collateral from the Liens of the Collateral Documents in any transaction or series of related transactions, without the written consent of each Lender; and provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except an amendment under clause (a), (b) or (c) above that directly affects the rights and obligations of such Lender. This Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Loan Parties (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Loans Parties and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Loans of any Class (“Refinanced Loans”) with replacement loans (“Replacement Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the Yield with respect to such Replacement Loans shall not be higher than the Yield for such Refinanced Loans (or similar interest rate spread applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the weighted average life to maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Loans prior to the time of such incurrence) and (d) all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the final maturity date of all Loans in effect immediately prior to such refinancing. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender, and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary herein contained, no provider of any Bank Product or Cash Management Service in its capacity as such (a) shall have any right to consent to any amendment, modification, termination or waiver of this Agreement or any term other Loan Document (including any amendment and/or restatement of this Agreement and the other Loan Documents refinancing, replacing or restructuring the Loans and the Obligations including any increase thereof) or to contest any such amendment, modification, termination or waiver, (b) shall be deemed a Lender for any purposes of the Loan Documents, or (c) shall have any right to (i) enforce any security interest, right or remedy under any of the Loan Documents or (ii) instruct the Agents with respect to any action or inaction by the Agents with respect to the exercise of any Money Market rights or remedies under the Loan Documents or at law or equity, or consent to or contest any such action or inaction. Except for the payment of amounts on account of Bank Products and Cash Management Services (except but only to the increase in extent the principal amount thereof Agents shall have received sufficient funds therefor), the Agents shall have no duties or the extension obligations to any provider of any Interest Period until after Bank Product or Cash Management Services in its capacity as such. The provisions of this paragraph shall survive the Revolving Maturity Date applicable assignment by any Lender of its Loans and Commitments. Notwithstanding anything to the contrary contained in this Section 11.01, if the Administrative Agent and the Borrower shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of such Loana technical or immaterial nature, in each case, in any provision of any Loan Document, then the Administrative Agent and/or the Collateral Agent (acting in their sole discretion) made by a Lender hereunder and the Borrower or any other relevant Loan Party shall be permitted to amend such provision and such amendment shall become effective if signed by such Lender without any further action or consent of any other party to any Loan Document. In addition, notwithstanding the foregoing, this Agreement and the applicable Borrower and acknowledged by other Loan Documents may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Loans to permit the refinancing of all outstanding Loans of any Class.

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionSection 2.12(d), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrowers or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest at the Default Rate; (ed) change Section 2.12 2.11 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release all or substantially all of the value of the Guarantees given by the Guarantors without the written consent of each Lender; or (g) subordinate the payment priority of the Obligations without the written consent of each Lender that has a Commitment under the affected Tranche; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no Section 10.06(f) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing other modification; and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder, (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Further, notwithstanding anything to the contrary in this Section 10.01, if the Administrative AgentAgent and the Borrowers have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Administrative Agent and the Borrowers shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment shall become effective without any further consent of any of other party to this Agreement but upon notice to the Lenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefromthe Borrower, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan DocumentPaper, and no consent to any departure by any Borrower Restricted Company therefrom, shall be effective unless in writing signed by Required Lenders, Borrower, and other applicable Restricted Companies, as the applicable Required Lenders and the applicable Borrowercase may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver waiver, or consent shall: (a) waive any condition set forth in Section 4.1(a) 7.1 without the written consent of each Lender; (b) waive any condition set forth in Section 7.2 as to any Loan under the Revolver Facility or the Term Loan Facility without the written consent of the Required Revolver Lenders or the Required Term Loan Lenders, as the case may be; (c) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.113.1) without the written consent of such Lender; (cd) postpone any date fixed by this Agreement or any other Loan Document Paper for any scheduled payment of principal, interest, fees fees, or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document Paper without the written consent of each Lender directly affected thereby; (de) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees (other than fees covered by the Fee Letter) or other amounts payable hereunder or under any other Loan Document Paper without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or L/C Fees (as described in Section 5.3(a)) at the Default Rate; (ef) amend, waive, modify, supplement, or otherwise change Section 2.12 Sections 3.10, 3.11, or Section 7.2 3.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or Section, the definition of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive waive, or otherwise modify any rights Rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under Lender; (h) change the affected Tranche; provided further, that (i) no amendment, waiver or definition of “Required Revolver Lenders” without the written consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.Revolver Lender;

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower Guarantor therefrom, shall be effective unless in writing signed by the applicable Required Lenders Lenders, the Borrower and the applicable BorrowerGuarantors, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such LenderLender whose Commitment is being extended or increased, it being understood that a waiver of an Event of Default or a mandatory reduction in Commitments is not considered an increase in Commitments; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) Lender hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such payment; (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under Lender; or (f) release the affected TrancheBorrower (subject to Section 8.02) from its obligations hereunder or consent to the assignment (subject to 8.02) of the Borrower’s rights and obligations hereunder without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendmenteach Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, waiver or and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent shall, unless in writing provisions set forth herein; and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver the Required Lenders shall determine whether or consent shall, unless not to allow a Loan Party to use cash collateral in writing the context of a bankruptcy or insolvency proceeding and signed by such determination shall be binding on all of the applicable Swing Line Agent in addition Lenders. Notwithstanding anything to the Lenders required abovecontrary herein, affect the rights or duties of such Swing Line Administrative Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment 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 any term all Lenders or each affected Lender may be effected with the consent of any Money Market Loan the applicable Lenders other than Defaulting Lenders), except that (except x) the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Defaulting Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary the Administrative AgentAgent and the Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a5.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (a Lender or any scheduled or mandatory reduction of them) the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce or forgive the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate,” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder; (e) change Section 2.12 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of the Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under Lender; (g) release all or substantially all of the affected Tranchevalue of the Guaranties without the written consent of each Lender; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any term Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. All communications from the Administrative Agent to any Money Market Loan Lender requesting such Lender’s determination, consent, approval or disapproval (except the increase a) shall be given in the principal amount thereof or the extension form of any Interest Period until after the Revolving Maturity Date applicable a written notice to the Borrower of such LoanLender, (b) made shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender hereunder where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be effective resolved, (c) shall include, if signed reasonably requested by such Lender and to the applicable extent not previously provided to such Lender, written materials and, as appropriate, a brief summary of all oral information provided to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved, and acknowledged by (d) shall include the Administrative Agent’s recommended course of action or determination in respect thereof.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoBorrower and the party thereto whose fees are being amended or rights or privileges thereunder are being waived. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders (other than as a result of the Applicable Percentages of the respective Lenders being different) shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and extended or restated) with the written consent of (x) the Required Lenders, the Borrower and acknowledged the Administrative Agent to (i) add one or more additional revolving credit facilities or tranches to the existing credit facility, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding with the existing credit facility and tranches hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative AgentAgent and approved by the Required Lenders and the Borrower, the Lenders providing such additional credit facilities or tranches to participate in any required vote or action required to be approved by the Required Lenders or by any other member or percentage of Lenders hereunder, provided, however, in no event shall this paragraph modify the provisions of Section 10.01(b) or Section 10.01(c) and (y) the Administrative Agent and the Borrower (i) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender without any further consent of any Lender or (ii) add one or more documentation agents or similar agents from time to time.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and Holdings or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement scheduled for any payment of principal or interest under Sections 2.07 or 2.08, or any other Loan Document date fixed in writing by the Administrative Agent for any scheduled the payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 amend or Section 7.2 in a manner that would alter modify the pro rata sharing requirements of payments required thereby without Section 3.07 or Section 9.03, change the written consent of each affected Lender; (f) amend provision in Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) 11.06(a)(i), change any provision of this Section 11.01 or the definition definitions of “Required Lenders” or “Majority Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender Lender; (e) change the provisions of any Loan Document in a manner that has by its terms materially and adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a Commitment majority in interest of the outstanding Loans and unused Commitments of each materially and adversely affected Class; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (g) release any Borrower or all or substantially all of the Subsidiary Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender; (h) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder with respect to any Facility without the written consent of the Majority Facility Lenders then in effect in respect of such Facility; provided, for purposes of this clause, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations shall be deemed to be held by such Lender; (i) amend, waive or otherwise modify any of the terms and provisions (and related definitions) of Section 8.10 (even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder) or any of the terms and provisions of the proviso set forth in Section 9.01(b), without the written consent of the Majority Facility Lenders in respect of the Revolving Credit Facility, and, notwithstanding anything else set forth in this Agreement to the contrary, any such amendment, waiver or other modification shall be effective for all purposes of this Agreement with the written consent of only the Majority Facility Lenders in respect of the Revolving Credit Facility (or the Administrative Agent with the prior written consent thereof), on the one hand, and Holdings, on the other hand; (j) modify the protections afforded to an SPC pursuant to the provisions of Section 11.06(b)(vii) without the written consent of such SPC, or (k) contractually subordinate the Obligations in right of payment or the Liens securing the Obligations to other Indebtedness (other than (x) in respect of any “debtor-in-possession” facility or (y) to the extent a Borrower has offered each Lender directly affected Tranche; provided thereby an opportunity on a pro rata basis to participate in the applicable Indebtedness on the same terms as the other lenders participating in such transaction) without the written consent of each Lender, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary set forth herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan or consent hereunder, except that (except i) the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary set forth herein, if the Administrative AgentAgent and the Borrowers have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error, omission or any other error or omission of a technical nature, in each case, in any provision of any Loan Document, the Borrowers and the Administrative Agent shall be permitted to effect amendments to this Agreement or any other Loan Document, as applicable, solely to address such matter and such amendment shall become effective without the consent of any other party to this Agreement so long as, in each case, the Lenders shall have received at least ten Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within ten Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement and/or any other Loan Document as contemplated by Section 11.01, the consent of each Lender, each Lender or each affected Lender, as applicable, is required and the consent of the Required Lenders at such time is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such other Lender, a “Non-Consenting Lender”) then the Borrowers may, on notice to the Administrative Agent and the Non-Consenting Lender, (A) replace such Non-Consenting Lender in accordance with Section 11.15 or (B) prepay the Loans and, if applicable, terminate the commitments of such Non-Consenting Lender, in whole or in part, without premium or penalty.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, the Seller or Servicer therefrom shall be effective unless in a writing signed by the applicable Required Lenders Control Party and, in the case of any amendment, by the Seller and the applicable BorrowerServicer and then such amendment, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no such amendment, amendment or waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) shall materially adversely affect the Insurer without the prior written consent of the Insurer; PROVIDED, FURTHER, that (i) other than an amendment to extend the scheduled Termination Date and/or the applicable scheduled Purchaser Termination Date, no amendment shall be effective unless each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender Note Issuer that is a Purchaser (or reinstate any Commitment terminated pursuant to Section 7.1the Agent or applicable Purchaser Agent on its behalf) without shall have received written confirmation by the written consent Rating Agencies that such amendment shall not cause the rating on the then outstanding Notes of such Lender; Note Issuer to be downgraded or withdrawn; (cii) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) no amendment shall be effective which would reduce the principal ofamount of Investment or Discount, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder to any Purchaser or under amounts payable to the Insurer hereunder, or delay any other Loan Document without scheduled date for payment thereof (including any scheduled occurrence of the Termination Date) absent the prior written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” Insurer or to waive any obligation of any Borrower to pay interest at the Default Rate; such Purchaser (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreementas applicable); (iii) no amendmentincrease in a Revolving Purchaser's Maximum Insured Commitment or Maximum Uninsured Commitment shall be effective without the prior written consent of such Revolving Purchaser, and no increase in the sum of the aggregate Investment of all Term Purchasers and the Revolving Insured Purchase Limit above the Maximum Insured Amount shall be effective without the prior written consent of the Insurer; (iv) no amendment or waiver which would release the Insurer from any of its obligations under the Policy, or delay any scheduled payment date for payment thereunder, shall be effective without prior written consent shall, unless in writing and signed by of each Purchaser; (v) no amendments or modifications to any required recourse or reserves hereunder for uncollectible Receivables may be modified without the applicable Swing Line Agent in addition prior written consent of the Insurer; (vi) no amendments to this Section 6.1 or to the Lenders required abovedefinitions of Majority Purchasers or Control Party shall be effective without the prior written consent of all Purchasers and the Insurer and (vii) no amendments to SECTIONS 1.1, affect 1.2, 1.3, 1.4, 1.5, 1.6, 1.8, 1.10, 1.11, 1.12, 1.14, 3.1, 3.2, ARTICLE V, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.9, 6.10, 6.11, 6.13 or 6.14 or the definitions of Applicable Margin, Bank Rate, Base Rate, Carry Costs, CP Rate, Deficiency Amount, Discount, Eurodollar Rate, Federal Funds Rate, Insured Discount/Fee Limit, Insurer Default, Investment, Investment Share, LIBOR Participation, Purchaser Termination Day, Purchaser Termination Date, Recalculation Date, Revolving Share, Senior Discount/Fees, Senior Discount/Fee Limit, Termination Date, Termination Fee, Yield Period, or any definitions incorporated in such definitions, shall be effective in each case without the consent of the Majority Purchasers and the Agent; and PROVIDED, FURTHER, that no such amendment shall in any way amend any provisions of this Agreement applicable to the rights or duties obligations of such Swing Line the Agent under this Agreement; and (iv) each Fee Letter may be amendedwithout the prior written consent of the Agent. No failure on the part of the Insurer, the Agent, any Purchaser, or rights or privileges thereunder waivedany Purchaser Agent to exercise, and no delay in a writing executed only by the parties thereto. Notwithstanding anything to the contrary hereinexercising, any amendment right hereunder shall operate as a waiver thereof; nor shall any single or waiver partial exercise of any term of right hereunder preclude any Money Market Loan (except the increase in the principal amount other or further exercise thereof or the extension exercise of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agentother right.

Amendments, Etc. Except as otherwise set forth expressly provided in the last sentence of this SectionAgreement, no amendment or waiver of any provision of this Agreement may be modified or any other Loan Document, and no consent to any departure supplemented only by any Borrower therefrom, shall be effective unless an instrument in writing signed by the applicable Required Lenders Borrower and the applicable BorrowerLenders or the Majority Lenders, and acknowledged as applicable. Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Loan Documents), instruction or other expression of the Lenders under any of the Loan Documents may be obtained by the Administrative Agent, and each such waiver an instrument in writing signed in one or consent shall be effective only in the specific instance and for the specific purpose for which givenmore counterparts by Majority Lenders; provided, provided however, that no the consent of all of the Lenders shall be required to: (i) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or would increase the Commitment amount of the Loans, reduce the fees payable hereunder, reduce interest rates or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant other amounts payable with respect to Section 7.1) without the written consent of such Lender; (c) postpone Loans, extend any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder relating to the Loans or under any other Loan Document without extend the written consent of each Lender directly affected thereby; provided, however, that only the consent repayment dates of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default RateLoans; (eii) change amend the provisions of Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender6; (fiii) amend Section 1.6 amend, modify, discharge, terminate or waive any Security Document if the definition effect is to release a material part of “Alternative Currency” without the written consent of each LenderCollateral subject thereto otherwise than pursuant to the terms hereof or thereof; or (giv) change any provision of amend this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto12.04. Notwithstanding anything to the contrary herein, a Defaulting Lender shall not have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that (a) no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (bi) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); (cii) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such payment or whose Commitments are to be reduced; (diii) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (eiv) change Section 2.12 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected Lenderthereby; (fv) amend Section 1.6 1.08 or the definition of “Alternative Currency” without the written consent of each Lender; orLender directly affected thereby; (gvi) change (A) any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the directly affected Tranche; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amendedthereby, or rights or privileges thereunder waived, in a writing executed only by (B) the parties thereto. Notwithstanding anything to definition of “Required Revolving A Lenders” without the contrary herein, any amendment or waiver written consent of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the each Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.A Lender;

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 4.01 without the written consent of each Lender; (b) except as contemplated by Section 2.12, extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender); (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 2.11 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lenderthereby; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Document, and no consent to any departure by Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a7.01 (other than Section 7.01(d)) without the written consent of each Lender; (b) without limiting the generality of clause (a) above, waive any condition set forth in Section 7.02 as to any Credit Extension without the written consent of the Required Lenders; (c) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.111.02) without the written consent of such Lender; (cd) postpone any date fixed by this Credit Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (de) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the directly affected Tranche; provided furtherthereby, that change (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.)

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverfurther, that that (a) no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (bi) extend or increase the Commitment or Commitment Cap of any a Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that an amendment, modification or waiver of any condition precedent set forth in Section 5.02, of any covenant or of any Default or a mandatory reduction in Commitments or an automatic termination under Section 9.02 is not considered an extension or increase in Commitments of any Lender); (cii) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such payment or whose Commitments are to be reduced; (diii) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate; (eiv) change Section 2.12 2.13 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gv) change any provision of this Section 11.01(a) or the definition of “Required Class Lenders” or any other provision hereof specifying “Required Lenders” without the number written consent of all Lenders; (vi) release all or percentage substantially all of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, the Collateral without the written consent of each Lender that has whose Obligations are secured by such Collateral; (vii) release Borrower without the consent of each Lender, or, except in connection with a Commitment transaction permitted under Section 8.04 or Section 8.05, all or substantially all of the affected Tranchevalue of the Guaranty without the written consent of each Lender whose Obligations are guarantied thereby; provided furtheror (viii) extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of all Lenders having Revolving Exposure. (b) unless also signed by the L/C Issuer, that (i) no amendment, waiver or consent shallshall affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (c) unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and (d) unless in writing and also signed by the Administrative Agent in addition to the Lenders required aboveAgent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendmentprovided, waiver or consent shallhowever, unless in writing and signed by a Swing Line Lender in addition that notwithstanding anything to the Lenders required abovecontrary herein, affect (i) the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything , (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the contrary hereinCommitment of such Lender may not be increased or extended without the consent of such Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any amendment bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iv) the Required Lenders shall determine whether or waiver of any term of any Money Market not to allow a Loan (except the increase Party to use cash collateral in the principal amount thereof context of a bankruptcy or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of insolvency proceeding and such Loan) made by a Lender hereunder determination shall be effective if signed by such Lender and binding on all of the applicable Borrower and acknowledged by the Administrative AgentLenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or amend the definition of “Maturity Date” without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or (ii) to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 2.14 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any term of any Money Market Loan (except Defaulting Lender more adversely than other affected Lenders shall require the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower consent of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentDefaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders (or by the Administrative Agent at the written request of the Required Lenders) and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of the applicable L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each either Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Loan Party and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender[reserved]; (b) extend or increase the Commitment or Commitment Cap of any Lender under any Tranche (or reinstate any Commitment terminated under any Tranche terminated, subject to Section 8.04, pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or Loan (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that (i) only the consent of the applicable Required Tranche 1 Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate, in respect of any payments to the Tranche 1 Lenders, and (ii) only the consent of the Required Tranche 2 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, in respect of any payments to the Tranche 2 Lenders; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or[reserved]; (g) [reserved]; (h) [reserved]; (i) [reserved]; (j) (A) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender Lender, (B) change any provision of this Section or the definition of “Required Tranche 1 Lenders” or any other provision hereof specifying the number or percentage of Tranche 1 Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Tranche 1 Lender, or (C) change any provision of this Section or the definition of “Required Tranche 2 Lenders” or any other provision hereof specifying the number or percentage of Tranche 2 Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Tranche 2 Lender; (k) except as otherwise permitted or contemplated by this Agreement, otherwise change the provisions of any Loan Document in a manner that has by its terms could reasonably be expected, in any material respect, to adversely affect payments due to Lenders holding Loans in a Commitment under particular Tranche differently from the rights of Lenders holding Loans in the other Tranche without the prior written consent of the requisite Lenders in the adversely and differently affected TrancheTranche (i.e., in the case of Tranche 1, the Required Tranche 1 Lenders, and in the case of Tranche 2, the Required Tranche 2 Lenders); (l) upon and after the date of joinder of Discovery as a Guarantor hereunder, release Discovery from the Guaranty without the written consent of each Lender; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender under any Tranche may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any term of any Money Market Loan (except Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower consent of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentDefaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrowers or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive extend or increase the Commitment of any condition set forth in Section 4.1(a) Lender without the written consent of each LenderLender directly affected thereby; (b) (i) extend or increase the Commitment or Commitment Cap scheduled maturity of any Lender Loan or (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (cii) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any mandatory reduction of the aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly adversely affected thereby; (dc) reduce the principal of, or the stated rate of interest specified herein on, any LoanLoan or Unreimbursed Amount, or (subject to clause (iv) of the proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (ed) change Section 2.12 2.07 or Section 7.2 8.04 in a manner that would alter the pro rata sharing of payments or payment priorities required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section 11.01 or the definition definitions of “Required Lenders”, “Supermajority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderhereunder without the written consent of each Lender; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender Lender; provided that has the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or otherwise Disposed of by a Commitment Loan Party in compliance with Section 7.05 or as otherwise expressly provided in the Loan Documents; or (g) release any Borrower or all or substantially all of the Guarantors, without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Error! Reference source not found. or as otherwise expressly permitted under the affected TrancheLoan Documents (in which case such release may be made by the Administrative Agent acting alone); provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights and duties of the Swingline Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretothereto and (v) no amendment, waiver or consent shall, unless in writing and signed by the Supermajority Lenders, (i) increase the advance rates or add new asset categories to the Borrowing Base, or (ii) change the definition of “Borrowing Base” or of any term included in the calculation thereof in a manner that would have the effect of increasing the Borrowing Base; provided, that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace each Nonconsenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of all such assignments. Notwithstanding the foregoing, the Borrowers and the Administrative Agent may amend (and may authorize the Collateral Agent to amend) this Agreement and the other Loan Documents without the consent of any term of Lender (a) to cure any Money Market Loan ambiguity, omission, mistake, error, defect or inconsistency (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged as reasonably determined by the Administrative Agent), so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, (b) to add a Guarantor with respect to the Loans or collateral to secure the Loans or (c) to make administrative changes that do not adversely affect the rights of any Lender. In addition, the Administrative Agent, without the consent of any Lender, shall be permitted to enter into (and direct the Collateral Agent, as applicable, to enter into) any amendments, waivers, modifications or supplements to any Intercreditor Agreement, if the Administrative Agent would have been permitted hereunder to enter into a new Intercreditor Agreement which contained the terms set forth in such amendment, waiver, modification or supplement, at the time when such amendment, waiver, modification or supplement is entered into. Any such waiver and any such amendment or modification pursuant to this Section 11.01 shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the Lenders, the L/C Issuers, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Borrowers, the Lenders, the L/C Issuers and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default that is waived pursuant to this Section 11.01 shall be deemed to be cured and not continuing during the period of such waiver.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, Loan or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.10 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment under Lender; or (f) release all or substantially all of the affected Tranche; value of the Guaranty without the written consent of each Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable BorrowerBorrowers, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 5.01 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the applicable Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiiii) no Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) 8.02), without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, Loan or L/C Borrowing or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Spread that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any L/C Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing Document and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Any amendment which affects the rights, duties, immunities or liabilities of the Owner Trustee shall require the Owner Trustee's written consent. Notwithstanding the foregoing, if any amendment or waiver of to this Agreement is required to give effect to any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of Aggregate Commitments made pursuant thereto in accordance with Section 2.15, then such Loan) made by a Lender hereunder amendment shall be effective if signed executed by the Borrower, each Lender providing such Lender increase in Aggregate Commitment and the applicable Borrower and acknowledged by the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Revolving Commitment or Commitment Cap of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or Event of Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender); (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principalprincipal (excluding mandatory prepayments), interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.13 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has directly affected thereby; (f) except in connection with a Commitment Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; or (g) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender directly affected Tranchethereby; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any term bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of any Money Market Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders shall determine whether or not to allow a Loan (except the increase Party to use cash collateral in the principal amount thereof context of a bankruptcy or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of insolvency proceeding and such Loan) made by a Lender hereunder determination shall be effective if signed by such Lender and binding on all of the applicable Borrower and acknowledged by the Administrative AgentLenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and MacDermid or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (cb) postpone any date scheduled for any payment of principal or interest under Sections 2.07 or 2.08, or any date fixed by this Agreement or any other Loan Document the Administrative Agent for any scheduled the payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 amend or Section 7.2 in a manner that would alter modify the pro rata sharing requirements of payments required thereby without Section 3.07, change the written consent of each affected Lender; (f) amend provision in Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) 11.06(a)(i), change any provision of this Section 11.01 or the definition definitions of “Required Lenders” or “Majority Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender Lender; (e) change the provisions of any Loan Document in a manner that has by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a Commitment majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (g) release Holdings, any Borrower or all or substantially all of the Subsidiary Guarantors, from its or their obligations under the affected TrancheLoan Documents without the written consent of each Lender; (h) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder with respect to any Facility without the written consent of the Majority Facility Lenders then in effect in respect of such Facility. For purposes of this clause, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations shall be deemed to be held by such Lender; (i) amend, waive or otherwise modify any of the terms and provisions (and related definitions) of Section 8.10 (even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder) or any of the terms and provisions of the proviso set forth in Section 9.01(b), without the written consent of the Majority Facility Lenders in respect of the Revolving Credit Facility, and, notwithstanding anything else in this Agreement to the contrary, any such amendment, waiver or other modification shall be effective for all purposes of this Agreement with the written consent of only the Majority Facility Lenders in respect of the Revolving Credit Facility (or the Administrative Agent with the prior written consent thereof), on the one hand, and MacDermid, on the other hand; (j) modify the protections afforded to an SPC pursuant to the provisions of Section 11.06(b)(vii) without the written consent of such SPC; or (k) amend, modify or waive (i) any Loan Document so as to alter the ratable treatment of Obligations under Secured Hedge Agreements or (ii) the definition of “Hedge Bank,” “Secured Hedge Agreement,” or “Obligations,” in each case in a manner adverse to any Hedge Bank with Obligations then outstanding without the written consent of any such Hedge Bank, and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, Loan or (subject to clause (i) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 2.11 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended without further consent of any term of Lender (other than any Money Market Loan (except Lender with an Increased Commitment or any Additional Lender) to increase the Commitments in accordance with Section 2.13 and, in connection with such increase in the principal amount thereof or the extension of Commitments, to permit any Interest Period until Lenders providing such Increased Commitments and any Additional Lenders to participate on a ratable basis (after the Revolving Maturity Date applicable giving effect to the Borrower such Increased Commitments and commitments of such LoanAdditional Lenders) made by a Lender hereunder shall in any required vote or action required to be effective if signed by such Lender and the applicable Borrower and acknowledged approved by the Administrative AgentRequired Lenders or by any other number, percentage or class of Lenders hereunder.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 4.1 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.2) without the written consent of such Lender; (c) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Committed Amount hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 11.6) any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or L/C Fees at the Default Rate; (e) change Section 2.12 3.8 or Section 7.2 9.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment Lender; or (g) release the Borrower from its obligations, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the affected TrancheCredit Documents without the written consent of each Lender; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of a L/C Issuer under this Credit Agreement or any other agreement relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Credit Document; (iiiii) Section 11.3(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; (iv) no amendment, waiver or consent shall, unless in writing and signed by a the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such the Swing Line Lender under this Credit Agreement; , (iiiv) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each a Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and (vi) the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Credit Agreement or any of the other Credit Documents or enter into additional Credit Documents as the Administrative Agent reasonably deems appropriate in order to implement the Replacement Rate or otherwise effectuate the terms of Section 3.10(b) in accordance with the terms of Section 3.10(b). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by the Company or any other Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Company or the applicable Borrower, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 4.1 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.2) without the written consent of such Lender; (c) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Committed Amount hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.6) any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 3.8 or Section 7.2 9.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has Lender; (g) without the written consent of each Lender, increase any Subsidiary Borrower Sublimit except as permitted by Section 2.1(g); or (h) except as contemplated by Section 2.6(e), release any Borrower from its obligations, including any obligations as a Commitment Guarantor, or consent to the assignment or transfer by any Borrower of any of its rights and obligations under (or in respect of) the affected TrancheCredit Documents without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of a L/C Issuer under this Credit Agreement or any other agreement relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Credit Document; (iiiii) no Section 11.3(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (iv) each a Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; Document and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionAgreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Parent or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Parent or the applicable BorrowerLoan Party, and acknowledged by as the Administrative Agentcase may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, however, that no such amendment, waiver or consent shall: (a) waive extend or increase the Commitment of any condition set forth in Section 4.1(a) Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement scheduled for, or reduce the amount of, any other Loan Document for any scheduled payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.05 or any of them) hereunder or under any other Loan Document 2.06 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest; (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gd) change any provision of this Section 10.01 or the definition of “Required Lenders”, “Required Facility Lenders” or “Pro Rata Share” 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 take any rights hereunder or make any determination or grant any consent hereunderaction under the Loan Documents, without the written consent of each Lender that has directly affected thereby (other than any Defaulting Lender); (e) other than in a Commitment transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the affected TrancheCollateral in any transaction or series of related transactions, without the written consent of each Lender (other than any Defaulting Lender); provided or (f) other than in a transaction permitted under Section 7.04 or Section 7.05, release any material Guarantor, without the written consent of each Lender (other than any Defaulting Lender); and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to Agent, the Lenders required above, affect Issuing Bank or the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Swingline Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender of, or any fees or other amounts payable to, the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, under this Agreement; (iii) no amendment, waiver Agreement or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementany other Loan Document; and (ivii) each the consent of the Required Facility Lenders for the adversely affected Credit Facility shall be required with respect to any amendment that by its terms adversely affects the rights of Lenders under such Credit Facility in respect of payments hereunder in a manner different than such amendment affects other Credit Facilities. Notwithstanding the foregoing, (g) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only amended by the parties thereto; and (h) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding anything to the contrary hereincontained in this Section 10.01, guarantees, collateral security documents and related documents executed by Loan Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and Lenders’ rights thereunder waived with the consent of the Administrative Agent at the request of the Borrowers without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of any term of any Money Market Loan local counsel, (except the increase in the principal amount thereof ii) to cure ambiguities or the extension of any Interest Period until after the Revolving Maturity Date applicable defects or (iii) to the Borrower of cause such Loan) made by a Lender hereunder shall guarantee, collateral security document or other document to be effective if signed by such Lender consistent with this Agreement and the applicable Borrower and acknowledged by the Administrative Agentother Loan Documents.

Amendments, Etc. Except as otherwise set forth below or as specifically provided in the last sentence of this Sectionany Loan Document (including Section 3.10(c)), no amendment or waiver of any provision of this Loan Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 4.1 or 5.1 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1the terms of this Loan Agreement) without the written consent of such Lender; (c) postpone any date fixed by this Loan Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 3.8 or Section 7.2 9.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment Lender; or (g) release the Borrower from its obligations, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the affected TrancheLoan Documents without the written consent of each Lender; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Loan Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (except or consent hereunder. Notwithstanding the increase foregoing, this Agreement shall be amended and restated in the principal amount thereof or form attached hereto as Exhibit A upon the extension satisfaction of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agentconditions set forth in Section 5 thereof.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Document, and no consent to any departure by Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a7.01 (other than Section 7.01(e)) without the written consent of each Lender; (b) without limiting the generality of clause (a) above, waive any condition set forth in Section 7.02 as to any Credit Extension without the written consent of the Required Lenders; (c) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.111.02) without the written consent of such Lender; (cd) postpone any date fixed by this Credit Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (de) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the directly affected Tranche; provided furtherthereby, that change (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.)

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Related Document, and no consent to any departure by the Parent or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Parent or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 3.1 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.16.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Related Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Related Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 8.7) any fees or other amounts payable hereunder or under any other Related Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan Document or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or L/C Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 6.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (g) release any Guarantor from its Guaranty without the written consent of each Lender; or (h) amend Section 1.6 or the definition of “Alternative Currency”, “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” without the written consent of each Lender that has a Commitment under the affected Trancheand L/C Issuer obligated to make Credit Extensions in Alternative Currencies; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoRelated. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the Borrower and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative Currency”, “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.6. Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Parent, the Borrower and acknowledged the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding any provision herein to the contrary the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Related Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes or to extend an existing Lien over additional property, and such amendment shall become effective without any further consent of any other party to such Related Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five 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 Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Notwithstanding anything to the contrary herein, no amendment, waiver or consent shall without the prior written consent of each Lender directly affected thereby, (i) modify Section 2.9 or 6.2 or any other provision thereof in a manner that would have the effect of altering the ratable reduction of Commitments, pro rata payments or pro rata sharing of payments otherwise required hereunder, (ii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation or (iii) release, or have the effect of releasing, all or substantially all of the value of the Guarantees of the Obligations. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement, in each case subject to the limitations in Section 2.6, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Related Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative AgentAgent and the Borrower, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by any Borrower Credit Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerCredit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that (a) no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (bi) extend or increase the Commitment or Commitment Cap of any a Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any representation, warranty, covenant, Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); (cii) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected therebyentitled to receive such payment or whose Commitments are to be reduced; (diii) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary to (A) amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; Rate or (eB) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) to amend Section 1.6 or the definition of “Alternative CurrencyConsolidated Net Leverage Ratio” without or any other ratio used in calculation of the written consent Applicable Rate or Commitment Fee, or any financial covenant hereunder (or any definition used therein), even if the effect of each Lender; orsuch amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (giv) change any provision of this Section 11.01(a) or the definition of “Required Lenders”, “Required Class Lenders”, “Required Pro Rata Lenders” and/or “Required Revolving Lenders”, or any other provision hereof of any Credit Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunderhereunder without the written consent of each Lender directly affected thereby; (v) release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral (except as otherwise permitted herein or in the Credit Documents); (vi) (A) change Section 2.05, Section 2.06, Section 2.13 or Section 2.17 in a manner that would alter the pro rata sharing of payments or reduction of commitments required thereby or change Section 9.03, in each case, without the written consent of each Lender that has a Commitment under directly and adversely affected thereby or (B) subordinate, or have the affected Tranche; provided furthereffect of subordinating, that (i) the Obligations hereunder to any other Indebtedness or other obligation or (ii) the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, without the written consent of each Lender, other than, in the case of this clause (B), in connection with (x) any acceptable “debtor-in-possession” financing or (y) any other financing with respect to which each relevant Lender has been offered the opportunity to provide such financing; (vii) release (x) the Borrower, without the consent of each Lender, or (y) all or substantially all of the value of the Guaranty, without the written consent of each Lender whose Obligations are guaranteed thereby, in each case, except to the extent such release is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); or (b) no such amendment, waiver or consent shall (x)(i) waive any Default for purposes of Section 5.02(a)(ii) or (ii) amend, change, waive, discharge or terminate Sections 5.02, 9.01 or this Section 11.01(b)(x) in a manner adverse to the Required Revolving Lenders, without the consent of the Required Revolving Lenders (and not the Required Lenders or any other Lender) or (y) change, waive, discharge or terminate Section 7.07 (or any definition used therein) or this Section 11.01(b)(y) in a manner adverse to the Required Pro Rata Lenders, with the consent of the Required Pro Rata Lenders (and not the Required Lenders or any other Lender); or (c) with respect to any amendment, waiver or modification of any term or provision that solely affects Lenders under any one Class of Loans or Commitments and does not directly and adversely affect Lenders under any other Class of Loans or Commitments, at the option of the Borrower, only the consent of the Required Class Lenders of the applicable Class (but not the Required Lenders or any other Lender) shall be required, it being understood and agreed that each amendment, waiver or modification by the Required Class Lenders of a Class described below would not adversely affect other Lenders and may be effected solely with the consent of the applicable Credit Party and the Required Class Lenders of the applicable Class: (i) any waiver or modification of conditions to any extension of credit under such Class of Commitments, (ii) any change to the any prepayment premium, covenant and other terms applicable solely to such Class, including the inclusion of any maturity and/or weighted average life to maturity protection applicable solely to such Class, (iii) the waiver of any mandatory prepayment solely with respect to such Class, (iv) the waiver of any Default or Event of Default and the election to not exercise remedies after the occurrence of any Event of Default solely with respect to such Class and (v) any amendment, modification or waiver of compliance with, any covenant or other term solely for the benefit of such Class or the breach of any such covenant or term; (d) unless also signed by any L/C Issuer, no amendment, waiver or consent shallshall affect the rights or duties of such L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (e) unless also signed by the Swingline Lender, no amendment, waiver or consent shall affect the rights or duties of the Swingline Lender under this Credit Agreement; (f) unless in writing and also signed by the Administrative Agent in addition to the Lenders required aboveAgent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Credit Document; and (iig) no amendment, waiver or consent shall, unless in writing for the avoidance of doubt and signed by a Swing Line Lender in addition notwithstanding provisions to the contrary in this Section 11.01 or elsewhere in this Credit Agreement, this Credit Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Administrative Agent (and the consent of the Lenders required aboveor the Required Lenders shall not be required, affect other than the rights consent of any Lenders providing the Incremental Credit Facilities, Specified Refinancing Facilities, Extended Revolving Commitments or duties Extended Term Loans, as applicable, referred to below) for the purpose of such Swing Line Lender under this Agreementestablishing any Incremental Credit Facilities as contemplated by Section 2.01(c), any Specified Refinancing Facilities as contemplated by Section 2.17 or any Extended Revolving Commitments or Extended Term Loans as contemplated by Section 2.18; (iii) no amendmentprovided, waiver or consent shallhowever, unless in writing and signed by the applicable Swing Line Agent in addition that notwithstanding anything to the Lenders required abovecontrary herein, affect the rights or duties of such Swing Line Agent under this Agreement; and (ivi) each of the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed and delivered only by the parties thereto, (ii) each Lender is entitled to vote as such ▇▇▇▇▇▇ sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (iii) the Required Lenders shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders, (iv) (A) the L/C Commitment reflected on Schedule 2.03 may be amended from time to time by the Borrower, the Administrative Agent and the applicable L/C Issuer, to reflect the L/C Commitment of such L/C Issuer in effect from time to time and (B) the Swingline Commitment reflected on Schedule 2.04 may be amended from time to time by the Borrower, the Administrative Agent and the Swingline Lender to reflect the Swingline Commitment of the Swingline Lender in effect from time to time and (v) any provision of this Credit Agreement or any other Credit Document may be amended by an agreement in writing entered into between the Borrower and the Administrative Agent for the purpose of curing any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 4.1 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.2) without the written consent of such Lender; (c) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Committed Amount hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate”; (e) change Section 2.12 3.8 or Section 7.2 9.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment Lender; or (g) consent to the assignment by the Borrower of any of its rights and obligations under (or in respect of) the affected TrancheCredit Documents without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Credit Document; and (ii) no Section 11.3(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoother modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 4.1 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.2) without the written consent of such Lender; (c) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Committed Amount hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate”; (e) change Section 2.12 3.8 or Section 7.2 9.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment Lender; or (g) release the Borrower or the Parent Guarantor from its obligations or consent to the assignment by the Borrower or the Parent Guarantor of any of its rights and obligations under (or in respect of) the affected TrancheCredit Documents without the written consent of each Lender; and, provided further, that (iSection 11.3(h) no may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretomodification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (cb) postpone any date scheduled for any payment of principal or interest under Sections 2.07 or 2.08, or any date fixed by this Agreement or any other Loan Document the Administrative Agent for any scheduled the payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 amend or Section 7.2 in a manner that would alter modify the pro rata sharing requirements of payments required thereby without Section 3.07, change the written consent of each affected Lender; (f) amend provision in Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) 11.06(a)(i), change any provision of this Section 11.01 or the definition definitions of “Required Lenders” or “Majority Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender Lender; (e) change the provisions of any Loan Document in a manner that has by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a Commitment majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (g) release Holdings, the Borrower or all or substantially all of the Subsidiary Guarantors, from its or their obligations under the affected TrancheLoan Documents without the written consent of each Lender; (h) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder with respect to any Facility without the written consent of the Majority Facility Lenders then in effect in respect of such Facility. For purposes of this clause, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans shall be deemed to be held by such Lender; (i) amend, waive or otherwise modify any of the terms and provisions (and related definitions) of Section 8.10 (even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder) or any of the terms and provisions of the proviso set forth in Section 9.01(b), without the written consent of the Majority Facility Lenders in respect of the Revolving Credit Facility, and, notwithstanding anything else in this Agreement to the contrary, any such amendment, waiver or other modification shall be effective for all purposes of this Agreement with the written consent of only the Majority Facility Lenders in respect of the Revolving Credit Facility (or the Administrative Agent with the prior written consent thereof), on the one hand, and the Borrower, on the other hand; (j) modify the protections afforded to an SPC pursuant to the provisions of Section 11.06(b)(vii) without the written consent of such SPC; or (k) amend, modify or waive (i) any Loan Document so as to alter the ratable treatment of Obligations under Secured Hedge Agreements or (ii) the definition of “Hedge Bank,” “Secured Hedge Agreement,” or “Obligations,” in each case in a manner adverse to any Hedge Bank with Obligations then outstanding without the written consent of any such Hedge Bank, and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionAgreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Lead Borrower or the applicable BorrowerLoan Party, and acknowledged by as the Administrative Agentcase may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without SECTION 4.01, solely as it relates to the written consent payment of each Lenderany fees and expenses of the Administrative Agent and the Arranger; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in SECTION 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (c) postpone any date fixed by this Agreement scheduled for, or reduce the amount of, any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to payable under the Lenders (Loan Documents or reduce the amount of, waive or excuse any such payment or postpone the expiration of them) hereunder the Commitments or under any other Loan Document the Maturity Date, without the prior written consent of each Lender all Lenders directly affected therebythereby provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the prior written consent of each Lender all Lenders directly affected thereby; providedprovided that, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or SECTION 9.01, the definition of “Required Lenders” ”, or any other provision hereof of any Loan Document specifying the number or percentage of Lenders required to amendwaive, waive amend or otherwise modify any rights hereunder thereunder or make any determination or grant any consent hereunderthereunder, without the prior written consent of all Lenders; (f) other than in a transaction permitted under SECTION 6.05, release all or substantially all, or subordinate the lien of the Administrative Agent on all or substantially all, of the Collateral in any transaction or series of related transactions, without the prior written consent of all Lenders; (g) other than in connection with a transaction permitted under SECTION 6.04 or SECTION 6.05, release all or substantially all of the value of the Facility Guarantee, without the written consent of each Lender Lender, except to the extent the release of any Guarantor from the Facility Guarantee is permitted pursuant to SECTION 8.10 (in which case such release may be made by the Administrative Agent acting alone); (h) without the prior written consent of all Lenders, change the definition of the terms “Excess Availability” or “Borrowing Base” or any component definition of any such terms (including the applicable advance rates) if as a result thereof the amounts available to be borrowed by the Borrowers would be increased; provided, however, that has the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves; or (i) without the prior written consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a Commitment under result thereof, or, except as provided in such definition, the affected Tranchetime period for a Permitted Overadvance; or (j) without the prior written consent of all Lenders, change SECTION 2.15, SECTION 2.16(j)(v), SECTION 7.03, or amend or modify the ratable requirement of SECTION 9.08(b); and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and acknowledged that has been approved by the Administrative AgentRequired Lenders, the Borrowers may replace such non-consenting Lender in accordance with SECTION 2.22(b); provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.17.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the third proviso to this Section 9.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary (i) to amend the definition of “"Default Rate” " or to waive any obligation of any the Borrower to pay interest at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (e) change Section 2.12 2.11 or Section 7.2 7.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.14 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments or the order of application of payments required thereby without the written consent of each Lender directly affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment directly affected thereby; (f) release the Borrower from its obligations under the Loan Documents without the written consent of each Lender directly affected Tranchethereby; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any term bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of any Money Market Loan Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (except y) the increase Required Lenders shall determine whether or not to allow the Borrower to use cash collateral in the principal amount thereof context of a bankruptcy or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of insolvency proceeding and such Loan) made by a Lender hereunder determination shall be effective if signed by such Lender and binding on all of the applicable Borrower and acknowledged by the Administrative AgentLenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrowers or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.12(c) or Section 7.2 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected LenderLender or amend the definitions of “Applicable Percentage” or “Pro Rata Share”; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under Lender; or (f) release or terminate, as the affected Tranchecase may be all or substantially all of the Subsidiary Guarantee or all or substantially all of the Springing Lien Collateral, without the written consent of each Lender, except as permitted pursuant to Section 9.10 (in which case such release or termination, as applicable may be evidenced by the Administrative Agent signing alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term of any Money Market Loan (except the increase in Defaulting Lender may not be increased or extended, nor the principal amount thereof of any Loan or any interest thereon, or any other amounts payable hereunder owed to such Defaulting Lender be reduced or the extension date for payment thereof be extended, without the consent of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionSubject to Section 3.03(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or amend the definition of “Term A Loan Maturity Date” or “Term B Loan Maturity Date” without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or (ii) to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 2.14 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any term of any Money Market Loan (except Defaulting Lender more adversely than other affected Lenders shall require the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower consent of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentDefaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Majority Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanCommitted Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (ed) change Section 2.12 2.14 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section 10.01 or the definition of “Majority Lenders”, “Required Lenders”, “Applicable Percentage” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderhereunder without the written consent of each Lender; (f) amend, modify or waive this Agreement (including, without limitation, Section 8.03 hereof) or the Security Agreement so as to alter the ratable treatment of Secured Obligations arising under the Loan Documents and Secured Obligations arising under Hedge Transactions or the definition of “Lender Counterparty”, “Hedge Transactions”, “Obligations” or “Secured Obligations” in a manner adverse to any Lender Counterparty except with the written consent of each affected Lender Counterparty; (g) release all or substantially all of the value of the Guaranty (except as permitted in the Security Instruments or this Agreement) without the written consent of each Lender; (h) amend any provision of Section 2.05(c) or Section 2.05(d) relating to the automatic reduction of the Borrowing Base set forth therein, in each case without the written consent of the Required Lenders; provided that a Scheduled Determination and the delivery of an Engineering Report may be postponed by the Majority Lenders; or (i) release all or substantially all of the Collateral in any transaction or series of related transactions (except as permitted in the Security Instruments or this Agreement), without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iiiii) no Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Committed Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoother modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except as provided in clauses (a), (b), (c) and (to the extent such Defaulting Lender’s rights are directly and adversely affected thereby) (e) above. Notwithstanding the foregoing, no Lender consent is required to effect any amendment or waiver supplement to the any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding any term holders of Junior Lien Debt, as expressly contemplated by the terms of such Junior Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any Money Market Loan (except such amendment or supplement may make such other changes to the increase applicable intercreditor agreement as, in the principal amount thereof or good faith determination of the extension of Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any Interest Period until after the Revolving Maturity Date applicable material respect, to the Borrower interests of the Lenders); provided, further, that no such Loan) made by a Lender agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder shall be effective if signed by such Lender and or under any other Loan Document without the applicable Borrower and acknowledged by prior written consent of the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable BorrowerBorrowers, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 5.01 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or Unreimbursed Amount, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the applicable Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Fronting L/C Issuer, the Several L/C Agent or each Limited Fronting Lender, as applicable, in addition to the Lenders required above, affect the rights or duties of the Fronting L/C Issuer, the Several L/C Agent or such Limited Fronting Lender, as applicable, under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiiii) no Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (iv) each the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of all Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (B) any waiver, amendment or waiver other modification requiring the consent of all Lenders or each affected Lender that by its terms affects any term of any Money Market Loan (except Defaulting Lender more adversely than other affected Lenders shall require the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower consent of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentDefaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionAgreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and each Borrower or the applicable BorrowerLoan Party, and acknowledged by as the Administrative Agentcase may be, 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 that, no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without 4.01, solely as it relates to the written consent payment of each Lenderany fees and expenses of the Administrative Agent; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (c) postpone any date fixed by this Agreement scheduled for, or reduce the amount of, any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to payable under the Lenders (Loan Documents or reduce the amount of, waive or excuse any such payment or postpone the expiration of them) hereunder the Commitments or under any other Loan Document the Maturity Date, without the prior written consent of each Lender all Lenders directly affected therebythereby provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the prior written consent of each Lender all Lenders directly affected thereby; providedprovided that, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or 9.01, the definition of “Required Lenders” ”, or any other provision hereof of any Loan Document specifying the number or percentage of Lenders required to amendwaive, waive amend or otherwise modify any rights hereunder thereunder or make any determination or grant any consent hereunderthereunder, without the prior written consent of all Lenders; (f) other than in a transaction permitted under Section 6.05, release all or substantially all, or subordinate the lien of the Administrative Agent on all or substantially all, of the Collateral in any transaction or series of related transactions, without the prior written consent of all Lenders; (g) other than in connection with a transaction permitted under Section 6.04 or Section 6.05, release all or substantially all of the value of the Facility Guarantee, without the written consent of each Lender Lender, except to the extent the release of any Guarantor from the Facility Guarantee is permitted pursuant to Section 8.10 (in which case such release may be made by the Administrative Agent acting alone); (h) without the prior written consent of all Lenders, change the definition of the terms “Excess Availability” or “Borrowing Base” or any component definition of any such terms (including the applicable advance rates) if as a result thereof the amounts available to be borrowed by the Borrowers would be increased; provided, however, that has the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves; or (i) without the prior written consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a Commitment under result thereof, or, except as provided in such definition, the affected Tranchetime period for a Permitted Overadvance; or (j) without the prior written consent of all Lenders, change Section 2.15, Section 2.16(j)(v), Section 7.03, or amend or modify the ratable requirement of Section 9.08(b); and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit application relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable BorrowerBorrowers, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 5.01 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (iviii) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has Lender; or (f) release a Commitment under material portion of the affected Tranchevalue of the Guarantees given by the Guarantors without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiiv) no Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (ivv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentAgent and (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under Lender; or (g) release all or substantially all of the affected Tranchevalue of the Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Majority Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 4.01 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Majority Lenders shall be necessary (i) to amend the definition of “Post-Default Rate” or to waive any obligation of any the Borrower to pay interest at the Post-Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section 10.01 or the definition of “Required Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Parties or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower Parties or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in (i) Section 4.1(a4.01(a) without the written consent of each LenderLender and (ii) without limiting the generality of clause (a)(i) preceding, Section 4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of the Required Lenders; (b) except as permitted by Section 2.14 hereof, extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment of any Lender terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, interest or fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Credit Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower Parties to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (g) except as expressly provided in this Agreement or the other Loan Documents, release any Guarantor from the Guaranty without the written consent of each Lender; (h) waive any Event of Default based on a failure to pay principal, interest or fees due hereunder (as referenced in Section 8.01(a)) without the written consent of each Lender; (i) permit the Borrower or any Borrower Party to assign any of its obligations hereunder, except in accordance with Section 10.07(a) hereof without the written consent of each Lender; or (j) impose any greater restriction on the ability of any Lender that has a Commitment under the affected TrancheFacility to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by such L/C Issuers; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretothereto (but not in contravention of Section 10.01(d) above with respect to fees payable to any Lender). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders) for so long as such Lender is a Defaulting Lender, except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letters), and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and such Borrower, as the applicable Borrowercase may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any a Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 9.04 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 1.06 or the definition of “Alternative Currency” without the written consent of each Revolving Lender; or; (g) change any provision of this Section or the definition of “Required Lenders,” “Required Revolving Lenders,” “Required Incremental Term Loan Lenders”, “Required DDT Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under directly affected thereby; or (h) release the affected TrancheCompany from its guaranty hereunder without the written consent of each Lender; provided and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiiv) no only Required Revolving Lenders and, as applicable, the L/C Issuers, may waive any condition set forth in Section 4.03, with respect to any Borrowing of Revolving Loans or issuance, amendment, waiver renewal or consent shall, unless in writing and signed by extension of a Swing Line Lender in addition to the Lenders required above, affect the rights or duties Letter of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this AgreementCredit; and (ivv) each Fee Letter only Required DDT Lenders may be amended(x) waive any condition set forth in Section 4.02, with respect to the making of any DDT Loan or rights (y) amend or privileges thereunder waived, in a writing executed only by modify the parties theretodefinition of “Veda Acquisition Closing Conditions”. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any of the other Loan Documents to (x) cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and acknowledged the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (y) to add provisions reasonably deemed necessary or desirable by the Administrative AgentAgent in connection with statutory or other applicable Law of any relevant jurisdiction in connection with the designation of any additional Designated Borrowers after the Closing Date.

Amendments, Etc. Except as Unless expressly stated otherwise set forth in the last sentence of this Sectionherein, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letters), and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and such Borrower, as the applicable Borrowercase may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any a Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 or Section 7.2 9.04 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 1.06 or the definition of “Alternative Currency” without the written consent of each Revolving Lender; or; (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under directly affected thereby; or (h) release the affected TrancheCompany from its guaranty hereunder without the written consent of each Lender; provided and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed - 120 - by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any of the other Loan Documents to (x) cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and acknowledged the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (y) to add provisions reasonably deemed necessary or desirable by the Administrative AgentAgent in connection with statutory or other applicable Law of any relevant jurisdiction in connection with the designation of any additional Designated Borrowers after the Closing Date.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by the Borrowers or any Borrower other Credit Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrowers or the applicable BorrowerCredit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (ed) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or Section, the definition of “Required Lenders”, the definition of “Required Revolving Lenders”, the definition of “Required Dollar Tranche Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has Lender; (f) waive any Default or Event of Default for purposes of Section 4.02 without the written consent of the Required Revolving Lenders; (g) release a Commitment under Borrower from its obligations hereunder, release all or substantially all of the affected TrancheSubsidiary Guarantors from their obligations hereunder (other than as provided herein or as appropriate in connection with transactions permitted hereunder) or release the REIT Guarantor from the Guaranty without the written consent of each Lender; or (h) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Credit Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent and the Parent Borrower (i) to add one or more Incremental Facilities to this Agreement subject to the limitations in Section 2.01(e) and acknowledged to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing Loans and Commitments hereunder) in the benefits of this Agreement and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing Loans and Commitments hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent, the Lenders providing such Incremental Facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Majority Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Elected Commitment Cap of any Lender (or reinstate any Commitment or Elected Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanCommitted Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (ed) change Section 2.12 2.14 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section 10.01 or the definition of “Majority Lenders”, “Required Lenders”, “Applicable Percentage” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderhereunder without the written consent of each Lender; (f) amend, modify or waive this Agreement or the Security Agreement so as to alter the ratable treatment of Obligations arising under the Loan Documents and Obligations arising under Hedge Transactions or the definition of “Lender Counterparty”, “Hedge Transactions”, “Obligations” or “Secured Obligations” in a manner adverse to any Lender Counterparty except with the written consent of each affected Lender Counterparty; (g) release all or substantially all of the value of the Guaranty without the written consent of each Lender; (h) amend any provision of Section 2.05(c), Section 2.05(d) or Section 2.05(e) relating to the automatic reduction of the Borrowing Base set forth therein, in each case without the written consent of the Required Lenders; or (i) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lenders in addition to the Lenders required above, affect the rights or duties of the Swing Line Lenders under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iiiv) no Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Committed Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoother modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except as provided in clauses (a), (b), (c) and (to the extent such Defaulting Lender’s rights are directly and adversely affected thereby) (e) above. Notwithstanding the foregoing, no Lender consent is required to effect any amendment or waiver supplement to the Convertible Notes Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding any term holders of Junior Lien Debt, as expressly contemplated by the terms of the Convertible Notes Intercreditor Agreement, such Junior Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any Money Market Loan (except such amendment or supplement may make such other changes to the increase applicable intercreditor agreement as, in the principal amount thereof or good faith determination of the extension of Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any Interest Period until after the Revolving Maturity Date applicable material respect, to the Borrower interests of the Lenders); provided, further, that no such Loan) made by a Lender agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder shall be effective if signed by such Lender and or under any other Loan Document without the applicable Borrower and acknowledged by prior written consent of the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and PSP or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement scheduled for any payment of principal or interest under Sections 2.07 or 2.08, or any other Loan Document date fixed in writing by the Administrative Agent for any scheduled the payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 amend or Section 7.2 in a manner that would alter modify the pro rata sharing requirements of payments required thereby without Section 3.07, change the written consent of each affected Lender; (f) amend provision in Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) 11.06(a)(i), change any provision of this Section 11.01 or the definition definitions of “Required Lenders” or “Majority Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender Lender; (e) change the provisions of any Loan Document in a manner that has by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a Commitment majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (g) release any Borrower or all or substantially all of the Subsidiary Guarantors, from its or their obligations under the affected TrancheLoan Documents without the written consent of each Lender; (h) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder with respect to any Facility without the written consent of the Majority Facility Lenders then in effect in respect of such Facility. For purposes of this clause, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations shall be deemed to be held by such Lender; (i) amend, waive or otherwise modify any of the terms and provisions (and related definitions) of Section 8.10 (even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder) or any of the terms and provisions of the proviso set forth in Section 9.01(b), without the written consent of the Majority Facility Lenders in respect of the Revolving Credit Facility, and, notwithstanding anything else in this Agreement to the contrary, any such amendment, waiver or other modification shall be effective for all purposes of this Agreement with the written consent of only the Majority Facility Lenders in respect of the Revolving Credit Facility (or the Administrative Agent with the prior written consent thereof), on the one hand, and PSP, on the other hand; (j) modify the protections afforded to an SPC pursuant to the provisions of Section 11.06(b)(vii) without the written consent of such SPC; provided or (k) amend, modify or waive (i) any Loan Document so as to alter the ratable treatment of Obligations under Secured Hedge Agreements or (ii) the definition of “Hedge Bank,” “Secured Hedge Agreement,” or “Obligations,” in each case in a manner that by its terms adversely affects the rights in respect of Hedge Banks differently from the rights of Lenders generally without the prior written consent of Hedge Banks holding a majority in interest of the Obligations in respect of Secured Hedge Agreements then outstanding, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary herein, if the Administrative Agent and the Borrowers have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error, omission or any other error or omission of a technical nature, in each case, in any provision of any term Loan Document, the Borrowers and the Administrative Agent shall be permitted to effect amendments to this Agreement or any other Loan Document, as applicable, solely to address such matter and such amendment shall become effective without the consent of any Money Market Loan (except other party to this Agreement so long as, in each case, the increase in Lenders shall have received at least 10 Business Days' prior written notice thereof and the principal amount thereof or Administrative Agent shall not have received, within 10 Business Days of the extension date of any Interest Period until after the Revolving Maturity Date applicable such notice to the Borrower Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement and/or any other Loan Document as contemplated by Section 11.01, the consent of each Lender, each Lender or each affected Lender, as applicable, is required and the consent of the Required Lenders at such time is obtained but the consent of one or more of such Loanother Lenders whose consent is required is not obtained (each such other Lender , a “Non-Consenting Lender”) made then the Borrowers may, on notice to the Administrative Agent and the Non-Consenting Lender, (A) replace such Non-Consenting Lender by a causing such Lender hereunder to (and such Lender shall be effective obligated to) assign pursuant to Section 11.06 (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents; and provided, further, that all obligations of the Borrowers owing to the Non-Consenting Lender relating to the Loans, commitments and participations so assigned shall be paid in full by the assignee Lender (or, at their option, by the Borrower) to such Non-Consenting Lender concurrently with such Assignment and Acceptance or (B) prepay the Loans and, if signed applicable, terminate the commitments of such Non-Consenting Lender, in whole or in part, without premium or penalty. In connection with any such replacement under this Section 11.01, if the Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrowers owing to the Non-Consenting Lender relating to the Loans, commitments and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the applicable Borrower Borrowers shall be entitled (but not obligated) to execute and acknowledged by the Administrative Agentdeliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender.

Amendments, Etc. Except as otherwise set forth in Subject to the last sentence terms of this Sectionthe Intercreditor Agreement, no amendment consent, amendment, waiver or waiver termination of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders Borrower and the applicable Borrower, and acknowledged by the Administrative AgentRequired Senior LC Lenders, and each such waiver amendment, waiver, termination or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, howeverwithout the consent of each Senior LC Lender and the Senior Issuing Bank (in each case, other than any Senior LC Lender that is a Loan Party, a Sponsor or an Affiliate or Subsidiary thereof), no such amendment, waiver waiver, termination or consent shall: (a) waive extend or increase any condition set forth in Section 4.1(a) without the written consent of each LenderSenior LC Commitments; (b) extend postpone any date scheduled for any payment of principal, fees or increase the Commitment interest (as applicable) under Section 4.01 (Repayment of Loans), Section 4.02 (Interest Payments) or Commitment Cap of any Lender Section 4.08 (Fees) or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document the Senior LC Facility Administrative Agent for any scheduled the payment of principal, interest, fees or other amounts due to the Senior LC Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyhereunder; (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees Fees or other amounts payable hereunder or under to any Senior LC Lender hereunder, other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay than interest payable at the Default Rate; (d) change the order of application of any reduction in any Senior LC Commitment from the application thereof set forth in the applicable provisions of Section 2.02 (Reduction of Senior LC Commitments), Section 4.09 (Pro Rata Treatment), or Section 4.10 (Sharing of Payments), respectively, in any manner; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (fi) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or 11.01, (ii) the definition of “Required Lenders” Senior LC Lenders or Supermajority Senior LC Lenders or (iii) any other provision hereof specifying the number or percentage of Senior LC Lenders required to amend, waive waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (f) subject to all other provisions of this Section 11.01, without the written consent release or allow release of each Lender that has a Commitment under the affected Tranche; provided further, that (i) the Borrower from (x) all or (y) a material portion of its obligations under this Agreement, the Common Terms Agreement or any Security Document, (ii) all or a material portion of the Collateral from the Lien of any of the Security Documents (other than with respect to assets the conveyance, sale, lease, transfer or other disposal of which is permitted under Section 7.2(b) (Prohibition of Fundamental Changes) of the Common Terms Agreement) or (iii) any guaranties or commitments (other than any Senior LC Commitment) under or in connection with this Agreement, the Common Terms Agreement or any Security Document; (g) amend, modify, waive or supplement the terms of Section 11.04 (Assignments) of this Agreement or Section 2.6 (Expansion Debt) of the Common Terms Agreement; (h) amend the definition of Permitted Indebtedness or Senior LC Secured Parties; or (i) amend, modify or waive any of the matters listed on Schedule 1 (Unanimous Decisions) to the Intercreditor Agreement; provided that, no such amendment, waiver waiver, termination or consent shall, unless in writing and signed by the Senior LC Facility Administrative Agent or the Common Security Trustee, as applicable, in addition to the Senior Issuing Bank and Senior LC Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Senior LC Facility Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentCommon Security Trustee.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) : • extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) ; • postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) ; • reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) . • change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) or AMERICAS/2023799649.12023799649.6 • change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; and (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amendedLender is entitled to vote as such ▇▇▇▇▇▇ sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (v) the Required Lenders shall determine whether or rights or privileges thereunder waived, in a writing executed only by not to allow the parties thereto. Notwithstanding anything Borrower to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase use cash collateral in the principal amount thereof context of a bankruptcy or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of insolvency proceeding and such Loan) made by a Lender hereunder determination shall be effective if signed by such Lender and binding on all of the applicable Borrower and acknowledged by the Administrative AgentLenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Company or the applicable Borrower, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.01) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding any mandatory prepayment) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest at the Default Rate; (ed) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderhereunder without the written consent of each Lender; (f) release the Company from its obligations under the Guaranty (other than with respect to any Borrower ceasing to be a Borrower in accordance with this Agreement) without the written consent of each Lender; (g) amend Section 1.06 or the definition of “Alternative Currency”, without the written consent of each Lender that has a Commitment under the affected Trancheand each L/C Issuer obligated to make Credit Extensions in Alternative Currencies; provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; , (ii) unless also signed by the applicable L/C Issuer, no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, shall affect the rights or duties of such Swing Line Lender any L/C Issuer under this AgreementAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (v) in order to implement any additional Commitments, in accordance with Section 2.02(f), this Agreement and the other Loan Documents may be amended for such purpose (but solely to the extent necessary to implement such additional Commitments and otherwise in accordance with Section 2.02(f)) by the Borrowers, the Administrative Agent and each Lender providing a such additional Commitments; and (vi) the L/C Commitment reflected on Schedule 2.03 may be amended from time to time by the Borrower, the Administrative Agent and the L/C Issuers, to reflect the L/C Commitments of the L/C Issuers in effect from time to time. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Required Lenders, the Company may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph). Notwithstanding anything any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuers, the Company and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative Currency”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or “Term SOFR” solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.06. Notwithstanding any provision herein to the contrary hereinthe Administrative Agent and the Company may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment or waiver shall become effective without any further consent of any term other party to such Loan Document so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of any Money Market Loan (except the increase in the principal amount thereof or the extension date of any Interest Period until after the Revolving Maturity Date applicable such notice to the Borrower of Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such Loan) made by a Lender hereunder amendment. In addition, and notwithstanding the foregoing, the Company and the Administrative Agent may enter into an amendment as described in Section 3.03, and such amendment shall be effective if signed by such Lender at the times and upon the applicable Borrower and acknowledged by the Administrative Agentterms described in Section 3.03.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement scheduled for any payment of principal or interest under Section 2.07 or 2.08, or any other Loan Document date fixed for any scheduled the payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, Loan or (subject to clause (v) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gd) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment Lender; (e) at any time following the Springing Guaranty Date, release all or substantially all the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender, except to the extent the release of any such Guarantor is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent alone); (f) [reserved]; or (g) amend Section 2.13 or 9.03, without the written consent of each Lender directly affected Tranchethereby; provided, however, that Section 2.13 may be amended solely with the consent of the Required Lenders to provide for ratable sharing of payments within the same tranche of Loans rather than across all Loans in the event that one or more additional borrowing tranches is added hereunder, and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; , (ii) no Section 11.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shallother modification, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing the KeyBank Fee Letter and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Wel▇▇ ▇▇rgo Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (i) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (ii) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as specified otherwise set forth herein or in the last sentence of this Sectionany other Margin Loan Documentation, no amendment or waiver of any provision of this Agreement or any other Margin Loan DocumentDocumentation, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing and signed by Required Lenders, the applicable Required Lenders Lender Party, and the applicable BorrowerLoan Parties, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a3.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.16.01) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Margin Loan Document Documentation for any scheduled payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Margin Loan Document Documentation without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any the Loan, or any fees or other amounts payable hereunder or under any other Margin Loan Document Documentation without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary required to amend adjust the definition of “Default Rate” Rate or to waive any obligation of any Borrower to pay interest at the Default Ratesuch rate; (e) (i) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” 2.16 without the written consent of each Lender; oror (ii) change Section 6.02 without the written consent of each Lender; (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has Lender; or (g) release a Commitment under substantial portion of the affected TrancheCollateral without the written consent of each Lender, except as permitted herein; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Margin Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoDocumentation. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable BorrowerBorrowers, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such LenderLender whose Commitment is being extended or increased, it being understood that a waiver of an Event of Default or a mandatory reduction in Commitments is not considered an increase in Commitments; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) Lender hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such payment; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.13 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) amend the definition of “Alternative Currency” to add additional currencies without the consent of each Lender that has a Commitment under obligated to make Credit Extensions in such currency; or (g) release the affected TrancheCompany (subject to Section 8.02) from its obligations hereunder or consent to the assignment (subject to Sections 2.14(d) and 8.02) of any Borrower’s rights and obligations hereunder without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition . Notwithstanding anything to the Lenders required abovecontrary herein, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Administrative Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Note Document, and no consent to any departure by any Borrower the Parent or the Issuer therefrom, shall be effective unless in writing signed by the applicable Required Lenders Parent, the Issuer and the applicable Borrower, and acknowledged by the Administrative AgentRequired Holders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that without the written consent of each Holder affected thereby, however, that no such amendment, waiver or consent shall: (a) waive postpone any condition set forth in date fixed by Section 4.1(a2.03 or Section 2.04(c) without for any payment of the written consent principal amount or interest due to the Holders (or any of each Lenderthem); (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal or principal amount of, or the rate of interest specified herein on, any LoanNote, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyNote Document; provided, however, provided that only the consent of the applicable Required Lenders Holders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Issuer to pay interest at the Default Rate; (ec) change Section 2.12 2.07 or Section 7.2 any other provision herein in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gd) change any provision of this Section or the definition of “Required LendersHolders” or any other provision hereof specifying the number number, identity or percentage of Lenders Holders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without ; (e) release all or substantially all of the written consent Collateral securing the Notes or release all or substantially all of each Lender that has a Commitment the Guarantors from their obligations under the affected TrancheNote Documents; (f) alter any provisions, or waive any payment, with respect to any prepayment or redemption of the Notes, including providing for any such prepayment or redemption on any basis other than pro rata based on the Total Outstandings; (g) waive a Default or an Event of Default in the payment of principal of, or interest or premium, if any, on the Notes; (h) make any Note payable in any currency other than U.S. Dollars; (i) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; provided and (j) except as expressly permitted herein, consent to the assignment or transfer by any Note Party of any of their rights or obligations under this Agreement or any other Note Document; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent or the Administrative Agent Holder in addition to the Lenders Holders required aboveabove and the Issuer, affect the rights or duties of the Collateral Agent or the Administrative Agent Holder respectively under this Agreement or any other Loan Note Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrowers or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.12(b) or Section 7.2 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under Lender; or (f) release or terminate, as the affected Tranchecase may be all or substantially all of the Subsidiary Guarantee or all or substantially all of the Springing Lien Collateral, without the written consent of each Lender, except as permitted pursuant to Section 9.10 (in which case such release or termination, as applicable may be evidenced by the Administrative Agent signing alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term of any Money Market Loan (except the increase in Defaulting Lender may not be increased or extended, nor the principal amount thereof of any Loan or any interest thereon, or any other amounts payable hereunder owed to such Defaulting Lender be reduced or the extension date for payment thereof be extended, without the consent of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a5.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Loan Party and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: : (a) waive any condition set forth in Section 4.1(a) 4.01 or Section 4.02 without the written consent of each Lender; ; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; ; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; ; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; , in respect of any payments to the Lenders; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; ; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderhereunder without the written consent of each Lender; (g) release Parent or any Subsidiary Guarantors that collectively provide all or substantially all of the value of the Guaranty from the Guaranty without the written consent of each Lender; (h) release all or substantially all the value of the Collateral from the Liens and security interests granted pursuant to the Collateral Documents (except as provided in Section 9.10 or in the Security Agreement), without the written consent of each Lender; (i) contractually subordinate (A) the Liens in favor of the Collateral Agent on all or substantially all of the Collateral securing the Obligations or (2) the Obligations in right of payment, in each case under this clause (i), in respect of any other Indebtedness for borrowed money (any such other Indebtedness for borrowed money to which such Liens or Obligations, as applicable, are subordinated, “Senior Indebtedness”), in each case, unless each directly and adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Secured Obligations that has are adversely affected thereby held by each Lender and each other holder of Secured Obligations and calculated immediately prior to any applicable amendment or incurrence of Senior Indebtedness) of the Senior Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) 103 of the Senior Indebtedness and to the extent such directly and adversely affected ▇▇▇▇▇▇ decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to a Commitment under written offer made to each such adversely affected Lender describing the material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each adversely affected TrancheLender for a period of not less than five Business Days provided, however, in no event shall this clause (i) restrict any such amendment, supplement, waiver or other modification that is expressly permitted by this Agreement, the Collateral Documents or the Pari Passu Intercreditor Agreement, including pursuant to Section 9.10, in each case as of the Effective Date; provided and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; Document and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter and any other fee letter relating hereto may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, (i) if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any term other party to this Agreement if the same is not objected to in writing by the Required Lenders to the Administrative Agent within five Business Days following receipt of notice thereof, and (ii) each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent of any Money Market Loan Lender (except but with the increase in the principal amount thereof or the extension consent of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent), to amend and/or restate this Agreement and the other Loan Documents if, upon giving effect to such amendment and/or restatement, such Lender shall no longer be a party to this Agreement (as so amended and/or restated), (A) the Commitments of such Lender shall have terminated, (B) such Lender shall have no other commitment or other obligation hereunder and (C) such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents. Notwithstanding any provision herein to the contrary: (a) this Agreement and the other Loan Documents may be amended or otherwise modified pursuant to Section 2.15 with the written consent of the Administrative Agent and the Borrower (without the consent of any Lender) to effect such amendments or other modifications as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.15; and (b) the Collateral Documents may be amended or otherwise modified in accordance with the terms of the Security Agreement.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Timken or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and Timken or the applicable BorrowerLoan Party, as the case may be, and acknowledged by the Co-Administrative AgentAgents, 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: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement scheduled for any payment of principal or interest under Section 2.07 or 2.08, or any other Loan Document date fixed for any scheduled the payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gd) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment Lender; (e) at any time following the Springing Guaranty Date, release all or substantially all the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender, except to the extent the release of any such Guarantor is permitted pursuant to Section 10.10 (in which case such release may be made by the Co-Administrative Agents alone); (f) at any time there exists a Designated Borrower, release Timken from its obligations as a Guarantor under the Loan Documents with respect to the Designated Borrower Obligations without the written consent of each Lender, (g) amend Section 2.13 or 9.03, without the written consent of each Lender directly affected Tranchethereby; provided, however, that Section 2.13 may be amended solely with the consent of the Required Lenders to provide for ratable sharing of payments within the same tranche of Loans rather than across all Loans in the event that one or more additional borrowing tranches is added hereunder; or (h) amend the definition of “Committed Currencies” without the written consent of each Lender; and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Administrative Agent L/C Issuer under this Agreement or any other Loan DocumentLetter of Credit Application relating to any Letter of Credit issued, deemed issued, or to be issued by the L/C Issuer; (ii) no amendment, waiver or consent shall, unless in writing and signed by a the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line an Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, such Swing Line Agent under this AgreementAgreement or any other Loan Document; (iv) Section 11.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (ivv) each the Bank of America Fee Letter, the KeyBank Fee Letter and the ▇▇▇▇▇ Fargo Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (i) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (ii) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under directly affected thereby; or (g) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of Lenders having more than 50% of the Aggregate Credit Exposures then in effect within each of the following classes of Commitments, Loans and other Credit Extensions directly affected Tranche; thereby: (i) the class consisting of the Revolving Commitment, and (ii) the class consisting of the Term Loan Commitment. For purposes of this clause, the aggregate amount of each Revolving Lender's risk participation and funded participation in L/C Obligations and Swing Line Loans shall be deemed to be held by such Revolving Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiiv) no Section 10.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (ivv) each the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. No Except as otherwise expressly set forth in the last sentence of this Sectionherein, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any term Defaulting Lender may not be increased or extended without the consent of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and (y) any waiver, amendment or modification requiring the applicable Borrower and acknowledged consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Administrative Agentconsent of such Defaulting Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a4.01(a) without the written consent of each Lender; (b) except pursuant to Section 2.14, extend or increase the Commitment or Commitment Cap Loans of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any mandatory reduction of the Term Loan hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change 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 required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment Lender; or (g) modify the pro rata distribution of payments, proceeds, or fees payable to Lenders under this Agreement without the affected Tranchewritten consent of each Lender; and; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agent.no Defaulting

Amendments, Etc. Except as otherwise set forth in the last sentence of this SectionAgreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, and acknowledged by as the Administrative Agentcase may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, however, that no such amendment, waiver or consent shall: (a) waive extend or increase the Commitment of any condition set forth in Section 4.1(a) Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement scheduled for, or reduce the amount of, any other Loan Document for any scheduled payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.07 or any of them) hereunder or under any other Loan Document 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Senior Secured Leverage Ratio (or in the component definitions thereof) that does not result in a reduction to the Applicable Rate shall not constitute a reduction in the rate of interest; providedprovided that, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate; (ed) change any provision of this Section 2.12 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby 2.05(b)(v)(Y), 2.06(c), 2.13 or 8.03 without the written consent of each Lender affected thereby; (e) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (f) amend other than in a transaction permitted under Section 1.6 7.04 or Section 7.05, release all or substantially all of the definition aggregate value of “Alternative Currency” the Guarantees, without the written consent of each Lender; or (g) change waive any provision of this condition set forth in Section or 4.02 as to any Credit Extension under the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, Revolving Credit Facility without the written consent of each Lender that has a Commitment under the affected Tranche; Required Facility Lenders for the Revolving Credit Facility. and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of a L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iiiv) no Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (ivv) each Fee Letter may the consent of the Required Facility Lenders shall be amended, or required with respect to any amendment that by its terms adversely affects the rights or privileges thereunder waived, of Lenders under such Facility in respect of payments hereunder in a writing executed only by manner different than such amendment affects the parties theretoother Facility. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any term Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any Money Market Loan consent of the Lenders). Notwithstanding the foregoing, this Agreement may be amended (except or amended and restated) with the increase written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the principal amount thereof or benefits of this Agreement and the extension of any Interest Period until after other Loan Documents with the Term Loans and the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender Credit Loans and the applicable Borrower accrued interest and acknowledged by fees in respect thereof and (b) to include appropriately the Administrative AgentLenders holding such credit facilities in any determination of the Required Lenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no amendment or waiver of any Any provision of this Agreement or any other Loan DocumentFinancing Document may be amended, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by modified or waived with the applicable Required Lenders Company's and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenMajority Lenders' prior written consent; provided, however, provided that no such amendment, waiver or consent shall: (a) waive no amendment, modification or waiver which (i) extends the due date or maturity of the Loans, any condition set forth mandatory prepayment or the Maturity Date, (ii) except as otherwise contemplated herein or in Section 4.1(aone of the other Financing Documents, releases any material portion of the Collateral, (iii) without reduces the written consent principal of each Lender; (b) extend or increase interest rate applicable to the Commitment Loans or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due payable to the Lenders (or any of them) hereunder or under any other Loan Document without Financing Document, (iv) releases the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, Company or any material Guarantor from its respective obligation to pay principal or interest on the Loans, (v) waives, forgives, defers, extends or postpones any payment of Lender Indebtedness including interest, fees or any other amounts payable amount required hereunder or under any other Financing Document, (vi) permanently waives any material (in the Administrative Agent's reasonable judgment) condition precedent for the initial Loan Document hereunder, (vii) affects this Section 8.02 or Section 8.04, or (viii) modifies the definition of "Majority Lenders" or "Required Lenders," shall be effective without consent of all Lenders; (b) no amendment, modification or waiver which increases the Commitment of any Lender shall be effective without the written consent of each Lender directly affected therebysuch Lender; provided(c) no amendment, howevermodification or waiver which modifies the rights, that only duties or obligations of the Administrative Agent shall be effective without the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; Administrative Agent; and (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche; provided further, that (id) no amendment, modification or waiver which modifies the rights, duties or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties obligations of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or Issuing Bank shall be effective without the consent shall, unless in writing and signed by a Swing Line Lender in addition to of the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoIssuing Bank. Notwithstanding anything in this Section to the contrary, unless instructed to the contrary hereinby the Majority Lenders, the Issuing Bank shall extend each Letter of Credit prior to any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount expiration date thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable pursuant to the Borrower terms of such Loan) made by Letter of Credit or its related Application if a Lender hereunder shall be effective if signed by failure to so extend such Lender and Letter of Credit would result in entitling the applicable Borrower and acknowledged by the Administrative Agentbeneficiary thereof to draw thereon.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentAgent and (ii) no Defaulting 47 Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable BorrowerBorrowers, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) 5.01 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (gf) change any provision of this Section or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiiii) no Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementother modification; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any amendment right to approve or disapprove any amendment, waiver of any term of any Money Market Loan (or consent hereunder, except that the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower Commitment of such Loan) made by a Lender hereunder shall may not be effective if signed by increased or extended without the consent of such Lender and the applicable Borrower and acknowledged by the Administrative AgentLender.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any the Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable Borrower, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.18.02) without the written consent of such Lender; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate;. (ed) change Section 2.12 2.13 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected TrancheLender; and, provided further, that no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (iand any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amendedLender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (v) the Required Lenders shall determine whether or rights or privileges thereunder waived, in a writing executed only by not to allow the parties thereto. Notwithstanding anything Borrower to the contrary herein, any amendment or waiver of any term of any Money Market Loan (except the increase use cash collateral in the principal amount thereof context of a bankruptcy or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of insolvency proceeding and such Loan) made by a Lender hereunder determination shall be effective if signed by such Lender and binding on all of the applicable Borrower and acknowledged by the Administrative AgentLenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan DocumentPaper, and no consent to any departure by any Borrower Restricted Company therefrom, shall be effective unless in writing signed by Required Lenders, Borrower, and other applicable Restricted Companies, as the applicable Required Lenders and the applicable Borrowercase may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver waiver, or consent shall: (a) waive any condition set forth in Section 4.1(a) 7.1 without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.113.1) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document Paper for any scheduled payment of principal, interest, fees fees, or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document Paper without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees (other than fees covered by the Fee Letters) or other amounts payable hereunder or under any other Loan Document Paper without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or L/C Fees (as described in Section 5.3(a)) at the Default Rate; (e) amend, waive, modify, supplement, or otherwise change Section 2.12 Sections 3.10, 3.11, or Section 7.2 3.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (g) change any provision of this Section or Section, the definition of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive waive, or otherwise modify any rights Rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender Lender; (g) waive compliance with, amend, or release (in whole or in part) the Guaranty of VRI or the Guaranties of all or substantially all of the Restricted Subsidiaries without the consent of each Lender; or (h) release all or substantially all of the Collateral without the consent of each Lender, except that has a Commitment under Administrative Agent or the affected Trancheapplicable L/C Issuer, as applicable, may release Collateral in accordance with Section 14.9(e) herein; and, provided further, that (i) no amendment, waiver waiver, or consent shall affect the Rights or duties of an L/C Issuer under this Agreement or any L/C Agreement relating to any L/C issued or to be issued by it unless signed by the L/C Issuer issuing such L/C in addition to Lender required above; (ii) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a applicable Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver waiver, or consent shall, unless in writing and signed by the applicable Swing Line Administrative Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Administrative Agent under this AgreementAgreement or any other Loan Paper; and (iv) each the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver, or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of Administrative Agent, Borrower, Guarantors and lenders providing the Term Loan Facility (i) to add one or more Term Loan Facilities to this Agreement (subject to the limitations in Section 2.5), and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Papers with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by Administrative Agent, lenders providing the Term Loan Facility to participate in any required vote or action required to be approved by Required Lenders or by any other number, percentage, or class of Lenders hereunder; provided, that any amendment or waiver of any term of any Money Market Loan pursuant to clause (except the increase in the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date applicable to the Borrower of such Loanii) made by a Lender hereunder shall be effective if signed consistent with the terms of this Agreement in effect on the Closing Date or otherwise approved by such Lender and the applicable Borrower and acknowledged by the Administrative AgentRequired Lenders.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Borrower therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the applicable BorrowerBorrowers, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.19.02) without the written consent of such LenderLender whose Commitment is being extended or increased (or reinstated), it being understood that a waiver of any condition precedent set forth in Section 5.02 or of an Event of Default or a mandatory reduction in Commitments is not considered an increase in Commitments; (cb) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) Lender hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such payment; (dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the applicable Required Lenders shall be necessary to (i) amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (ed) change Section 2.12 or Section 7.2 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected Lenderthereby; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section or the definition of “Required Lenders” without the written consent of each Lender; (f) amend Section 1.09 or any other provision hereof specifying the number definition of “Alternative Currency”, “LIBOR Quoted Currency” or percentage “Non-LIBOR Quoted Currency” to add additional currencies without the consent of each Lender obligated to make Credit Extensions in such currency; (g) change Section 2.14 in a manner that would alter the requirement that each of the Lenders required obligated to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderCredit Extensions to an Applicant Borrower approve the addition thereof as a Designated Borrower, without the written consent of each Lender that has a Commitment under such Lender; or (h) release the affected TrancheCompany (subject to Section 8.02) from its obligations hereunder or consent to the assignment (subject to Sections 2.14(d) and 8.02) of any Borrower’s rights and obligations hereunder without the written consent of each Lender; and; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiiv) no amendmenteach Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, waiver or and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this Agreementprovisions set forth herein; and (ivv) each the Required Lenders shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary herein: (i) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything ; (ii) the Administrative Agent and the Company may make amendments contemplated by Section 3.07; (iii) this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the Company and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative Currency”, “LIBOR Quoted Currency”, “Non-LIBOR Quoted Currency” or “Eurocurrency Rate” solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the contrary hereinextent permitted pursuant to Section 1.09; (iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (v) the Administrative Agent and the Company may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment or waiver shall become effective without any further consent of any term other party to such Loan Document so long as (A) such amendment, modification or supplement does not adversely affect the rights of any Money Market Loan Lender or other holder of Obligations in any material respect and (except B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; (vi) this Agreement may be amended with the written consent of the Borrowers, the Administrative Agent and the Lenders increasing their Commitments solely to effectuate any increase in the principal amount thereof or the extension of Aggregate Commitments pursuant to Section 2.01(b) and (vii) in order to implement any Interest Period until after the Revolving Maturity Date applicable Incremental Term Facility in accordance with Section 2.01(b), this Agreement may be amended for such purpose (but solely to the Borrower extent necessary to implement such Incremental Term Facility and otherwise in accordance with Section 2.01(b)) by the Borrowers, the Administrative Agent and each Lender providing a portion of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative AgentIncremental Term Facility.

Amendments, Etc. Except as otherwise set forth in the last sentence of this Section, no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower Loan Party therefrom, shall be effective unless in writing signed by the applicable Required Lenders and the Borrower or the applicable BorrowerLoan Party, and acknowledged by as the Administrative Agentcase may be, 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: (a) waive any condition set forth in Section 4.1(a) without the written consent of each Lender; (b) extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender); (cA) change the Maturity Date or waive or amend the conditions to the Loans, (B) postpone the date for payment of any date fixed by this Agreement interest or fees payable hereunder, (C) change the amount of, waive or excuse any other Loan Document for any scheduled payment of principal, interest or premium (other than waiver of default interest) or (D) postpone the scheduled date of expiration of any Commitment, fees or other amounts due to the Lenders (or in any of them) hereunder or under any other Loan Document case, without the written consent of each Lender directly affected thereby; (dc) reduce the principal of, or the rate of interest (other than waiver of default interest) specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document Document, change the form or currency of payment or increase the maximum duration of Interest Periods, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (ed) change Section 2.12 2.11 or Section 7.2 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each Lender; or (ge) change any provision of this Section 10.01 or reduce the percentage set forth in the definition of “Required Lenders,” “Required Tranche A Lenders” or “Required Tranche B Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (f) other than releases of Collateral in accordance with Section 9.10, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (g) except for releases of a Guarantor in accordance with Section 9.10 hereof, provided herein or in any other Loan Document, release any Significant Subsidiary that has is a Commitment Subsidiary Guarantor from the Guarantee without the written consent of each Lender; and (h) so long as any Tranche A Loans remain outstanding, change the application of prepayments as between Classes under Section 2.03(b), without the affected Tranche; provided written consent of the Required Tranche A Lenders. provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, affect the rights or duties of such Swing Line Agent under this AgreementAgreement or any other Loan Document; and (ivii) each Fee Letter Section 10.06(g) may not be amended, waived or rights otherwise modified without the consent of each Granting Lender all or privileges thereunder waivedany part of whose Loans are being funded by an SPC at the time of such amendment, in a writing executed only by the parties theretowaiver or other modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by this Section 10.01, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace all non-consenting Lenders required to obtain such consent with one or more Eligible Assignees in accordance with Section 10.13, so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination. Notwithstanding anything to the Contrary, without the consent of any other Person, the applicable Loan Party or Parties and the Administrative Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any term Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any Money Market Loan (except security interest in Collateral or additional property to become Collateral for the increase benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the principal amount thereof or the extension of any Interest Period until after the Revolving Maturity Date security interests therein comply with applicable to the Borrower of such Loan) made by a Lender hereunder shall be effective if signed by such Lender and the applicable Borrower and acknowledged by the Administrative Agentlaw.