Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly of the Lenders affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (iia) increase the Commitment Commitments of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)such Lender, (iiib) reduce the principal of, or rate of interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder or extend the date of termination of such Lender’s Commitment, (vd) change require the definition duration of Required Lenders or an Interest Period to be more than six months if such period is not available to all Lenders, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, ; or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note; and (y) no amendmentprovided further, waiver that nothing contained in this Section 9.01 will require the Company or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and Agent to seek the Required Lenders, amend consent of any Lender in order to make any technical amendments to cure ambiguities or waive Section 2.21. Notwithstanding the foregoing, defects or make related modifications to any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other a Loan DocumentsDocument.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no An amendment or waiver of any provision of this AgreementAgreement or the Notes, nor or a consent to any departure by the any Borrower therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no such amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other thanall the Lenders, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the followingbe effective to: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Article III, (iib) increase the Commitment of any Lender or extend the Commitments (except pursuant of the Lenders or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, any Advance or rate of interest applicable to, the outstanding Loans Notes or any facility fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, any Advance or the outstanding Loans, reimbursement obligations Notes or any facility fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of any Advance or the outstanding BorrowingsNotes, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunderunder this Agreement, (f) amend this Section 9.1, (g) amend, waive or consent to any departure of any provision in Article VI or (vih) amend except as provided below, release any Borrower or waive this Section 8.01 Holding or any provision of this Agreement Restricted Affiliate from its guarantee in Article VI, the Holding Guarantee or any Restricted Affiliate Guarantee, as the case may be; provided, further, that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank and the CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, CAF Advance Agent under this Agreement or any Note; provided, still further, that the guarantee of a Borrower under Article VI and of a Restricted Affiliate under its Restricted Affiliate Guarantee shall be released automatically upon (yi) no amendment, waiver or consent shall, unless in writing and signed the sale by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms Company of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment Borrower or Restricted Affiliate, provided for therein shall terminate that such sale is permitted under this Agreement, or (but ii) such Non-Consenting Lender Borrower or LC Issuing Bank shall continue Restricted Affiliate ceasing to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender a Borrower or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsa Restricted Affiliate hereunder.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, provided that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby all Lenders (other than, in than any Lender that is the case of clause (i) Borrower or (v) below, any Defaulting Lenderan Affiliate thereof), do any of the following: (ia) waive or amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment of any Lender or extend the Commitments of the Lenders (except other than pursuant to Section 2.06 2.17) or 2.07)subject the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable toany Advance, the outstanding Loans any Reimbursement Obligation or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loansany Advance, reimbursement obligations any Reimbursement Obligation or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vif) amend or waive this Section 8.01 or (g) waive or amend any provision of this Agreement that requires regarding pro rata treatment sharing or otherwise relates to the distribution of the payments among Lenders; and provided further provided, further, that (xi) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement Agreement; and (yii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentLC Issuer, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting addition to the amendment provided for therein shall terminate (but Lenders required above to take such Non-Consenting Lender action, affect the rights or duties of the LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and Issuer under the other Loan Documentsthis Agreement.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any and the LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver such LC Issuing Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (i) amend Section 3.01waive, 3.02 modify or 3.03 or waive eliminate any of the conditions specified thereinin Section 6.2, (ii) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments additional obligations (except pursuant to Section 2.06 or 2.07other than as provided by this Agreement), (iii) reduce the principal of, or interest on, or rate of interest applicable toany Loan, the outstanding Loans any Applicable Margin or any fees or other amounts payable hereunderhereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(b)), (iv) extend the Revolving Credit Termination Date or the Letter of Credit Expiration Date or postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations any Loan or any fees or other amounts payable hereunderhereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(b)), (v) change the definition of “Required Lenders Lenders” contained in Section 1.1 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, Loans or the number or the percentage of Lenders, that Lenders which shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend any Loan Document in a manner intended to prefer one or waive this more Lenders over any other Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other securities issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property (as defined in the General and Refunding Mortgage Indenture), subject only to Permitted Liens (as such term is defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds or Subsidiary Guarantees, if any, except pursuant to the terms thereof or pursuant to Section 8.01 10.9 hereof, or change any provision of this Agreement that requires pro rata treatment the General and Refunding Mortgage Bonds providing for the release of the Lenders; General and provided further that Refunding Mortgage Bonds, or (xix) amend, waive or modify this Section 11.1. Furthermore, (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any LC other Loan Document, (B) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, Banks under this Agreement or any other Loan Document and (yC) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swingline Lender under this Agreement or any other Loan Document. 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 the 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 will require the consent of such Defaulting Lender. Any request from the Borrower for any amendment, waiver or consent under this Section 11.1 shall be addressed to the Administrative Agent. The Administrative Agent, each LC Issuing Bank as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the Required LendersGeneral and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, amend or waive Section 2.21. Notwithstanding without the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment consent of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsLender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.01 or 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment), and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i)2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase or reinstate the Commitment Commitments of any Lender or the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (except other than pursuant to Section 2.06 2.18) or 2.07)subject the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.05(c) or Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any and the LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver such LC Issuing Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Company and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly all the Lenders affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lender or extend the Commitments (except pursuant Commitment(s) of a Lender or subject a Lender to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or rate of interest on, or rate of interest applicable to, the outstanding Loans Revolving Credit Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Revolving Credit Notes or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vif) amend or waive this release the guarantee as set forth in Section 8.01 9.01, (g) modify Section 2.15 or any other provision of this Agreement that requires relates to the pro rata treatment of the LendersLenders hereunder or (h) amend this Section 8.01; and provided provided, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Administrative Lenders required above to take such action, affect the rights or duties of such Swing Line Lenders under this Agreement or any Note; and provided further that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Advances with only the written consent of the Company, the Agent, each LC Issuing Bank the Sub-Agent, and the Required LendersSwing Line Lenders if the obligations of the other Lenders are not adversely affected thereby. If the Agent and the Company acting together identify any ambiguity, amend omission, mistake, typographical error or waive Section 2.21. Notwithstanding the foregoing, other defect in any provision of this Agreement may or any other Loan Document, then the Agent and the Company shall be amended by an agreement 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 other party to this Agreement if the same is not objected to in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits Agent within five Business Days following receipt of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsnotice thereof.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby all the Lenders (other than, in than any Lender that is the case Borrower or an Affiliate of clause (i) or (v) below, any Defaulting Lenderthe Borrower), do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, 3.02 or 3.03, (iib) increase the Commitment Commitments of any Lender or extend the Commitments Lenders (except other than pursuant to Section 2.06 2.04(c)) or 2.07)subject the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the LendersSection 2.16; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Prior to the Collateral Release, the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i), (v) or (vvi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Swingline Lender or such LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment), and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans, any participations in Swingline Loans funded pursuant to Section 2.03(c) and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i)2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender or the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (except other than pursuant to Section 2.06 2.18) or 2.07)subject the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any and the LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver such LC Issuing Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01waive, 3.02 modify or 3.03 or waive eliminate any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender the Lenders, change or extend the Commitments Termination Date (except pursuant as provided in Section 2.18) or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable tothe A Notes, the outstanding Loans any Applicable Margin or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations A Notes or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsA Notes, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunderhereunder or (f) amend this Section 8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Lenders making or maintaining such B Advances, do any of the following: (a) waive, modify or eliminate any of the conditions to any B Advance specified in Section 3.03, (b) reduce the principal of, or interest on, any B Note or other amounts payable in respect thereof, (vic) amend postpone any date fixed for any payment of principal of, or waive this Section 8.01 interest on, any B Note or any provision of this Agreement that requires pro rata treatment of the Lendersother amounts payable in respect thereof; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsNote.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that (a) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby all the Lenders (other than, in than the case of clause (i) or (v) below, any Defaulting LenderDesignated Bidders), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Advances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (viiii) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that (xb) no amendment, waiver or consent shall, unless in writing and signed by each the Administrative Agent Lender directly affected thereby (other than the Designated Bidders), do any of the following: (i) increase the Commitment of such Lender, (ii) reduce the principal of, or rate of interest on, the Revolving Credit Advances or any LC Issuing Bank fees or other amounts payable to such Lender hereunder or (iii) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable to such Lender hereunder; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsNote.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, subject to Section 8.16, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.01 or 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding LoansAdvances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.218.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendmentamendment and (ii) at the time such amendment becomes effective, and such Non-Consenting each Lender or LC Issuing Bank shall have received not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters Letter of Credit funded pursuant to Section 2.04(e)issued by it and outstanding, together with all applicable accrued interest thereonas the case may be, accrued fees and all other amounts then payable owing to it hereunder or accrued for its account under this Agreement and under the other Loan Documentsis released from its obligations hereunder.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that (a) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (viiii) amend or waive this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Commitments of such Lenders, (ii) reduce the principal of, or rate of interest on, the Advances or any provision of this Agreement fees or other amounts payable hereunder to such Lender (except that requires pro rata treatment the approval of the LendersRequired Lenders shall be sufficient to waive Default Interest imposed in accordance with Section 2.07(b)) or (iii) other than as provided in Section 2.19, extend the Commitment of such Lender or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder to such Lender, or extend (or permit the extension of) the expiration date of any Letter of Credit to a date later than 10 Business Days prior to the Termination Date; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Administrative AgentLenders required above to take such action, each LC Issuing Bank affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement, and the Required Lenders(z) no amendment, amend waiver or waive Section 2.21. Notwithstanding the foregoingconsent shall, any provision of this Agreement may be amended by an agreement unless in writing entered into and signed by the BorrowerIssuing Banks in addition to the Lenders required above to take such action, adversely affect the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the rights or obligations of each LC the Issuing Bank not consenting to the amendment provided for therein shall terminate (but Banks in their capacities as such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsthis Agreement.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i), (v) or (vvi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Swingline Lender or such LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, the Revolving Credit Notes, the Master Discounted Note or the Discounted Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all of the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: : (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02 or, with respect to all Consenting Lenders and all Assuming Lenders, Section 3.04; (iib) increase the Commitment aggregate Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments additional obligations; (except pursuant to Section 2.06 or 2.07), (iiic) reduce the principal of, or interest on, the Revolving Credit Advances, or rate of interest applicable tothe Face Amount of, or Discount on, the outstanding Loans Discounted Notes, or any fees (other than any fees referred to in Section 2.03(b)) or other amounts payable hereunder, ; (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding LoansRevolving Credit Advances, reimbursement obligations or Face Amount of, or Discount on, the Discounted Notes, or any fees (other than any fees referred to in Section 2.03(b)) or other amounts payable hereunder, except pursuant to Section 2.16 as in effect on the date of this Agreement; (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Advances and the aggregate unpaid Face Amount of the Discounted Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, ; (f) release or (vi) amend or waive this Section 8.01 or limit the obligations of the Company under any provision of Article VII; or (g) amend this Agreement that requires pro rata treatment of the LendersSection 9.01; and provided further further, however, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note and (y) no amendment, waiver or consent of Section 9.07(f) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Administrative AgentLenders required above to take such action, each LC Issuing Bank and affect the Required Lenders, amend rights or waive Section 2.21. Notwithstanding the foregoing, any provision duties of such Lender or SPC under this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsNote.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender or extend the Commitments Lenders (except pursuant to Section 2.06 2.18) or 2.07)subject the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans A Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations A Advances or any fees or other amounts payable hereunderhereunder (except pursuant to Section 2.16), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsA Advances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder, or (vif) amend Section 2.16, Section 2.18 or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement Agreement; and (y) provided further, that no amendment, modification, termination or waiver of the principal amount of any B Advance or consent shall, unless in writing and signed payments or prepayments by the Administrative AgentBorrower in respect thereof, the scheduled maturity dates of any B Advance, the dates on which interest is payable and decreases in interest rates borne by B Advances shall be effective without the written concurrence of the Lender which has funded such B Advance and provided, further that no amendment of Section 2.19 shall be effective without the written consent of each LC Issuing Bank and the Required LendersGranting Lender, amend all or waive Section 2.21. Notwithstanding the foregoing, any provision part of this Agreement may be amended whose outstanding Loans is being funded by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall SPC at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsamendment.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i2.09(c), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any and the LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver such LC Issuing Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c(a) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all of the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the followingfollowing at any time: (i) amend Section 3.01change the number of Lenders or the percentage of (x) the Commitments, 3.02 (y) the aggregate unpaid principal amount of the Advances or 3.03 (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or waive any of the conditions specified thereinthem to take any action hereunder, (ii) increase release the Commitment Borrower with respect to the Obligations or reduce or limit the obligations of any Lender Guarantor under Article VII or extend release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Commitments Guaranteed Obligations (except pursuant to Section 2.06 or 2.07as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Commitments of the Lenders or subject the Lenders to any additional obligations (except, in each case, to the extent contemplated in Section 2.18), (v) reduce the principal of, or interest on, or rate of interest applicable tothe Notes, the outstanding Loans or any fees or other amounts payable hereunder, (ivvi) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Notes or any fees or other amounts payable hereunderhereunder or (vii) extend the Termination Date, (v) change other than as provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the definition of Required Swing Line Bank, or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or change the percentage obligations of the Commitments Swing Line Bank, or of the aggregate unpaid principal amount of Issuing Banks, as the outstanding Borrowingscase may be, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive under this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the LendersAgreement; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and or the other Loan Documents. (yb) no amendment, In the event that any Lender (a “Non-Consenting Lender”) shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent shall, unless in writing of all Lenders and signed that has been consented to by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding then the foregoingBorrower shall have the right, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of upon written demand to such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to the amendment provided for therein shall terminate (but cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or LC Issuing Bank shall continue Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee designated by the Borrower and approved by the Administrative Agent (such approval not to be entitled to the benefits of Sections 2.15unreasonably withheld) (a “Replacement Lender”), 2.18 and 8.04provided that (i) upon the effectiveness as of such amendmentConsent Request Date, no Default or Event of Default shall have occurred and be continuing, and (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender Lender, no Default or LC Issuing Bank Event of Default shall have received occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent. The Replacement Lender shall purchase such interests of the Non-Consenting Lender at par and shall assume the time rights and obligations of such termination receive payment the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an amount equal to the outstanding principal of its Loans Assignment and any participations in Letters of Credit funded Acceptance delivered pursuant to Section 2.04(e)9.07, together however the Non-Consenting Lender shall be entitled to indemnification as otherwise provided in this Agreement with all applicable accrued interest thereonrespect to any events occurring prior to such assignment. Any Lender that becomes a Non-Consenting Lender agrees that, accrued fees upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it shall promptly execute and all other amounts then payable deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section. The execution and delivery of any such Assignment and Acceptance shall not be deemed to it hereunder and under comprise a waiver of claims against any Non-Consenting Lender by the other Loan DocumentsBorrower or the Administrative Agent or a waiver of any claims against the Borrower or the Administrative Agent by the Non-Consenting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Majority Lenders, in the Borrowercase of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all of the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant subject any Lender to Section 2.06 or 2.07)any additional obligations, (iii) reduce reduce, or waive the payment of, the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable to the Lenders ratably hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable to the Lenders ratably hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunderunder this Agreement, or (vi) amend amend, waive, or waive in any way modify or suspend any provision requiring the pro rata application of payments or of this Section 8.01 8.01; provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any provision of this Agreement that requires pro rata treatment of the Lendersamount payable to such Lender; and provided further provided, further, that (xA) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of such Administrative Agent under this Agreement and (B) this Agreement may be amended and restated without the consent of any Lender, the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or such LC Issuing Bankthe Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor any consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Required Lenders Majority Banks and the BorrowerCompany, and then 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 amendment, waiver or consent shall, unless in writing and signed by each Lender directly Bank affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (iia) increase the Commitment of such Bank (it being understood that the waiver of any Lender or extend reduction in the Commitments or any mandatory repayment other than (except pursuant to x) the repayment of all Loans at the end of the Revolving Credit Availability Period and (y) the mandatory reductions of the Commitments provided for in Section 2.06 or 2.072.3(a) and (z) the mandatory prepayments required by the terms of Section 3.2(b), shall not be deemed to be an increase in any Commitment) or subject the Banks to any additional obligation; (iiib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable fee hereunder, ; (ivc) postpone any scheduled date fixed for any payment or mandatory prepayment of principal of, or interest on, the outstanding Loansany Loan, reimbursement obligations or any fees Reimbursement Obligation, fee or other amounts payable sum to be paid hereunder, ; (vd) change the definition percentage of Required Lenders or change the percentage any of the Commitments or of the aggregate unpaid principal amount of any of the outstanding BorrowingsLoans and Letter of Credit Liabilities, or the number or the percentage of LendersBanks, that which shall be required for the Lenders Banks or any of them to take any action hereunderunder this Agreement; (e) change any provision contained in Sections 2.2(c), 9.7 or 13.3 hereof or this Section 13.4 or Section 6.7 hereof, or (vif) amend release all or waive substantially all of any security for the obligations of the Company under this Agreement or all or substantially all of the personal liability of any obligor created under any of the Loan Documents. Anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of 13.4 to the Lenders; and provided further that (x) contrary, no amendment, waiver or consent shall, unless in writing and signed by shall be made with respect to Section 12 without the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties consent of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by the Borrower and each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of the Lenders (other than as provided in Sections 2.18 or 2.19, provided that, any Lender or extend increase in the aggregate Revolving Credit Commitments (except pursuant to Section 2.06 or 2.07in excess of $1,500,000,000 will require the consent of all of the Lenders), (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or or, to the extent then accrued, other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or or, to the extent then accrued, other amounts payable hereunderhereunder (other than as provided in Section 2.18), (ve) change the definition of “Required Lenders Lenders” or change the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) alter the manner in which payment or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note; and (y) provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentIssuing Banks in addition to the Lenders required above to take such action, each LC Issuing Bank and adversely affect the Required Lenders, amend rights or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC the Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and Banks under the other Loan Documentsthis Agreement.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, the Instruments, or any other Credit Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders and the Borrower, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender the Lenders or extend the Commitments (except pursuant to Section 2.06 Availability Period or 2.07)the commitment termination date of the Lenders, (iiic) reduce the principal of, or interest on, or the Loans, the rate of interest applicable to, the outstanding Loans to any Loan or any fees or other amounts payable hereunderhereunder or under any other Credit Document, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Loans or any fees or other amounts payable hereunder, (ve) change the definition number of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunderhereunder or under any other Credit Document, (f) amend Section 2.02(d), 2.04, 2.07(c) or 2.12 or this Section 9.01, (g) release the Borrower from its obligations under any Credit Document to which it is a party, except pursuant to the terms of the applicable Credit Document, (h) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among Lenders or (vii) amend or waive this Section 8.01 or any provision the definition of this Agreement that requires pro rata treatment of the “Majority Lenders”; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of other Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDocument.

Amendments, Etc. Subject to Section 2.12(cSections 2.05(d) and Section 2.21(a)(i2.08(f), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerBorrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)writing, do any of the following: : (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, in Sections 3.01 or 3.03 unless signed by each Lender directly and adversely affected thereby; (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant of a Lender or subject a Lender to Section 2.06 or 2.07)any additional obligations, unless signed by such Lender; (iii) reduce the principal of, or stated rate of interest on, or rate of interest applicable tothe Advances, the outstanding Loans stated rate at which any fees hereunder are calculated or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest; (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that that, in each case, shall be required for the Lenders or any of them to take any action hereunder, or unless signed by all Lenders; (vi) change Section 2.06, Section 2.13(a) or Section 2.15, in each case in a manner that would affect the ratable sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby; or (vii) amend or waive this Section 8.01 or any provision the definition of this Agreement that requires pro rata treatment of the “Required Lenders”, unless signed by all Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not consenting adverse to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendmentany Lender, and such Non-Consenting Lender or LC Issuing Bank amendment shall have received or shall at become effective without any further consent of any other party to such Loan Document other than the time of such termination receive payment of an amount equal to Administrative Agent and the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsBorrower.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend waive, modify or eliminate any of the conditions specified in Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein3.03, (iib) increase the Commitment of any Lender or extend the Commitments (except pursuant of the Lenders or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable tothe Advances, the outstanding Loans any Applicable Margin or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.01, or (vig) amend or waive this Section 8.01 or release any provision of this Agreement that requires pro rata treatment collateral for the obligations of the LendersBorrower hereunder; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note; and provided, further that this Agreement may be amended and restated without the consent of any Lender or the Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender or the Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend waive, modify or eliminate any of the conditions specified in Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein3.03, (iib) increase the Commitment of any Lender or extend the Commitments (except pursuant of the Lenders or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable tothe Advances, the outstanding Loans any Applicable Margin or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.01, or (vig) amend or waive this Section 8.01 or release any provision of this Agreement that requires pro rata treatment collateral for the obligations of the LendersBorrower hereunder; and provided further provided, further, that (x) no amendment, waiver or consent shallshall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent or any and the LC Issuing Bank Bank, as the case may be, in addition to the Lenders required above to take such action; and provided, affect further that this Agreement may be amended and restated without the rights or duties consent of any Lender, the Administrative Agent or such LC Issuing BankBank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing Bank or the Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and or the Required LendersAgent, amend or waive Section 2.21. Notwithstanding as the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. (a) Subject to Section 2.12(c3.07(e), (f) and (h) and Section 2.21(a)(i)10.01(b) below, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Majority Banks and (in the Borrowercase of an amendment) the Company and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, thatprovided that except as otherwise expressly provided in this Agreement or any other Loan Document, no amendment, waiver or consent shall, (i) unless in writing and signed by each Lender directly affected thereby all the Banks, (other than, in the case of clause (i1) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section ‎5.01, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v2) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, “Majority Banks” or the number or the percentage in interest of Lenders, that Banks which shall be required for the Lenders Banks or any of them to take any action hereunder, (3) amend this Section ‎10.01, (4) change the payment waterfall provisions of Section 2.07(g) or Section 8.02, or (vi5) amend release any material guarantor (except as otherwise provided for in the Loan Documents), (ii) unless in writing and signed by each Bank adversely affected thereby, (1) extend or waive this Section 8.01 increase the Commitment of any Bank, increase the LC Exposure of any Bank or otherwise subject any Bank to any additional obligations, (2) reduce the amount of, or interest on, any LC Reimbursement Obligation of the Company to any Bank or the principal of, or rate of interest on, any Advance or any provision fees, commissions or other amounts payable by the Company to any Bank hereunder, (3) postpone the scheduled date for any payment of any LC Reimbursement Obligation (or interest thereon) or any principal of, or interest on, the Advances or any fees, commissions or other amounts payable by the Company to any Bank hereunder, or change the Outside Expiry Date or (4) alter the manner in which payment of LC Reimbursement Obligations (or interest thereon) or of principal of, or interest on, the Advances or any fees, commissions or other amounts is to be applied as among the Banks and (iii) no consent with respect to any amendment, waiver or other modification of any Loan Document shall be required of any Defaulting Bank, except with respect to any amendment, waiver or other modification referred to in subclauses (ii)(1), (ii)(2) and (ii)(3) of this Agreement that requires pro rata treatment of proviso and then only in the Lendersevent such Defaulting Bank shall be adversely affected by such amendment, waiver or other modification; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bankunder any Loan Document, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank directly affected thereby in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under this Agreement and (iv) the Company and any Issuing Bank may increase or decrease the Fronting Commitment of such Issuing Bank by an instrument in writing signed by each of them without the consent of any other party hereto. The Loan Documents constitute the entire agreement of the parties with respect to the subject matter hereof. (b) If the Administrative Agent, each LC Issuing Bank Agent and the Required LendersCompany acting together identify any ambiguity, amend omission, mistake, typographical error or waive Section 2.21. Notwithstanding the foregoing, other defect in any provision of this Agreement may be amended by an agreement in writing entered into by the Borroweror any other Loan Document, the Required Lenders and then the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting Company shall be permitted to the amendment provided for therein shall terminate (but amend, modify or supplement such Non-Consenting Lender provision to cure such ambiguity, omission, mistake, typographical error or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendmentother defect, and such Non-Consenting Lender amendment shall become effective without any further action or LC Issuing Bank shall have received or shall at the time consent of such termination receive payment of an amount equal any other party to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsthis Agreement.

Amendments, Etc. Subject Except as expressly provided in Section 2.19 with respect to Section 2.12(c) and Section 2.21(a)(i)any extension of the Expiration Date, no amendment or waiver of any provision of this AgreementAgreement or any other Credit Document, nor consent to any departure by the Borrower any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Issuing Bank and the Required Lenders and (and, in the Borrowercase of an amendment, RenRe), and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby all of the Lenders (other thanthan (A) any Lender that is, at such time, an Affected Lender, and (B) in the case of clause clauses (ivi) or and (vvii) below, any Defaulting LenderLender which is not and will not be (and is not and will not be owed any obligation which is or will be) affected thereby), do any of the followingfollowing at any time: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.2 or, in the case of the Restatement Effective Date, Section 3.1, (ii) increase amend the Commitment definition of “Required Lenders” or otherwise change the percentage of (x) the L/C Commitments, (y) the aggregate unpaid principal amount of the Letter of Credit Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any Lender or extend the Commitments (except pursuant of them to Section 2.06 or 2.07)take any action hereunder, (iii) release any Credit Party or otherwise limit such Credit Party’s liability with respect to the Obligations owing to the Agents and the Lenders, (iv) amend Section 2.3(a)(i) (with respect to the requirement of Pro Rata payments to the Issuing Bank and the funding Lenders), Section 2.9, or this Section 9.1, (v) except as provided in Section 2.18, increase the L/C Commitments of the Lenders or subject the Lenders to any additional obligations, (vi) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans any Reimbursement Obligation or any fees or other amounts payable hereunder, or increase any Lender’s L/C Commitment except as provided in Section 2.18, (ivvii) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations any Reimbursement Obligation or any fees or other amounts payable hereunder, (vviii) change limit the definition liability of Required Lenders or change the percentage any Credit Party under any of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunderCredit Documents, or (viix) amend or waive this Section 8.01 or release any provision of this Agreement that requires pro rata treatment of the LendersCollateral if such release would cause the aggregate Collateral Value to be less than the Letter of Credit Outstandings; and provided further that (xA) no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or such LC Issuing Bank, as the case may be, under this Agreement or the other Credit Documents and (yB) no amendment, waiver amendment shall increase or consent shall, unless in writing and signed by extend the Administrative Agent, each LC Issuing Bank and L/C Commitment of any Affected Lender without the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms approval of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsAffected Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of Except as otherwise expressly provided in this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended modified or supplemented only by an agreement instrument in writing entered into signed by the BorrowerCompany, the Administrative Agent and the Required Lenders Lenders, or by the Company and the Administrative Agent if acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; PROVIDED that: (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase, or extend the term of any of the Commitments, or extend the time or waive any requirement for the reduction or termination of any of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan, or any fee hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of such agreement Section 4.2, 4.7 or 11.9 hereof or this Section 12.5, (vii) modify the Commitment definition of the term "Required Lenders", or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (viii) release any Obligor hereunder, or (ix) waive any of the conditions precedent set forth in Section 7.1 hereof; (b) any modification or supplement of Section 11 hereof shall require the consent of the Administrative Agent; and (c) any modification or supplement of Section 6 hereof shall require the consent of each Non-Consenting Lender and Subsidiary Guarantor (PROVIDED that any Subsidiary of the obligations of each LC Issuing Bank not consenting Company may become a party to the amendment this Agreement as a "Subsidiary Guarantor" hereunder as provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e9.13 hereof), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender or extend the Commitments Lenders (except other than pursuant to Section 2.06 2.05(c)) or 2.07)subject the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any and the LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver such LC Issuing Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Banks, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 hereof, (ii) increase the Commitment of any Lender Bank or extend the Commitments (except pursuant subject any Bank to Section 2.06 or 2.07)any additional obligations, (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees Advances or other amounts payable hereunderhereunder or under any other Loan Document, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees Advances or other amounts payable hereunderhereunder or under any other Loan Document, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of LendersBanks, that shall be required for the Lenders Banks or any of them to take any action hereunder, or (vi) amend or waive the provisions for the sharing of payments among the Banks as set forth in Section 2.13 or (vii) amend the definition of Majority Banks or this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further provided, further, that (xA) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and (B) this Agreement may be amended and restated without the consent of any Bank or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Bank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing full all amounts payable hereunder and signed by each other Loan Document to such Bank or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c(a) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrowers and the BorrowerMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Banks, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, 3.02, or 3.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (iib) increase the Commitment Commitments of any Lender or extend the Commitments Banks (except other than pursuant to Section 2.06 or 2.072.05(c)), or subject the Banks to any additional obligations, (iiic) reduce or forgive the principal of, or the rate or amount of interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders “Majority Banks” or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of LendersBanks, that which shall be required for the Lenders Banks, or any of them them, to take any action hereunder, (f) [Intentionally Omitted], or (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank Agent, in addition to the Lenders Borrower and the Banks required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note. (b) Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Bank, to the fullest extent permitted by applicable law, such Bank will not be entitled to vote in respect of amendments and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank waivers hereunder and the Required LendersCommitment and the outstanding Advances or other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Majority Banks or all of the Banks, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding waiver (and the foregoingdefinition of “Majority Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that any provision such amendment or waiver that would increase the Commitment of this Agreement may be amended by an agreement in writing entered into by such Defaulting Bank or subject such Defaulting Bank to any additional obligations, postpone the Borrowerdate fixed for any payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal of, or interest on, the Required Lenders and the Administrative Agent if by Advances or any fees or other amounts owing to such Defaulting Bank hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Bank.

Amendments, Etc. Subject to Section 2.12(c(a) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLoan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)writing, do any of the following: : (i) amend waive any of the conditions specified in Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, unless signed by each Lender directly and adversely affected thereby; (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant of a Lender or subject a Lender to Section 2.06 or 2.07)any additional obligations, unless signed by such Lender; (iii) reduce the principal of, or stated rate of interest on, or rate of interest applicable tothe Advances, the outstanding Loans stated rate at which any fees hereunder are calculated or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest; (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that that, in each case, shall be required for the Lenders or any of them to take any action hereunder, or unless signed by all Lenders; (vi) amend impose restrictions on the conversion of Extended Advances into Exchange Notes or alter the rate of such exchange or amend, modify or waive the terms of the Exchange Notes in any manner that requires (or would, if the Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes; or (vii) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the 9.01, unless signed by all Lenders; and provided provided, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement Agreement. Notwithstanding the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and the Borrower. (yb) no If, in connection with any proposed amendment, waiver or consent shall, unless in writing requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and signed by adversely affected thereby,” the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision consent of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and is obtained, but the Administrative Agent if by consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the terms of such agreement the Commitment of each Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, as of such date, to purchase at par for cash the Advances and other obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of each LC Issuing Bank not consenting the Non-Consenting Lender to be terminated as of such date, and (ii) the amendment provided for therein Borrower shall terminate (but pay to such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to in same day funds on the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness day of such amendmentreplacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or LC Issuing Bank shall have received or shall at otherwise, the time of circumstances entitling the Borrower to require such termination receive payment of an amount equal assignment and delegation cease to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsapply.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender all the Lenders directly and adversely affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lender or extend the Commitments of the Lenders except as provided in Section 2.05(d) or (except pursuant to Section 2.06 or 2.07e), (iiic) reduce the principal of, or interest on, or rate the Notes, any Advance, any Letter of interest applicable to, the outstanding Loans Credit Disbursement or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding LoansNotes, or the required date of reimbursement obligations of any Letter of Credit Disbursement, or any fees or other amounts payable hereunder, except as provided in Section 2.05(e), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsNotes, or change the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.01, (g) modify Section 2.16, or (vih) amend release any Person from its liability under a guarantee, or waive this Section 8.01 or any provision limit such Person’s liability in respect of this Agreement that requires pro rata treatment of the Lenderssuch guarantee; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any LC Note; provided further that no amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, Bank under this Agreement Agreement; and (y) provided further that no amendment, waiver or consent shall, to the provisions of Section 2.19 shall be effective unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, no consent with respect to any provision amendment, waiver or modification of this Agreement may shall be amended required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clauses (b), (c), (d), (e) or (f) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly and adversely affected by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender waiver or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsmodification.

Amendments, Etc. Subject to Section 2.12(c2.16(a)(i) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 2.21(a)(i)1.01, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the BorrowerBorrower (and acknowledged by the Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly all the Lenders affected thereby (other than, in the case of clause (ia), (f) or (vg)(ii) below, any Defaulting Lender), do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lender or extend the Commitments (except pursuant of the Lenders or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ive) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (vf) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, Advances or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vig) waive or amend or waive (i) this Section 8.01 8.01, (ii) the definition of “Majority Lenders” or any provision of this Agreement that requires pro rata treatment of (iii) the Lendersproviso contained in Section 8.07; and provided further provided, further, that (xi) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or Section 2.16; (ii) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such LC Issuing Bankamendment, waiver or other modification; and (iii) this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders Borrower and the Administrative Agent if may amend this Agreement and the other Loan Documents without the consent of any Lender to the extent necessary (1) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as reasonably determined by the terms Administrative Agent) or (2) to make administrative changes of a technical or immaterial nature; provided, that, in each case, (x) such agreement amendment does not adversely affect the Commitment rights of each Non-Consenting any Lender and (y) the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank Lenders shall have received or at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall at not have received, within five (5) Business Days of the time date of such termination receive payment of an amount equal notice to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant Lenders, a written notice from the Majority Lenders stating that the Majority Lenders object to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentssuch amendment.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders L/C Issuers, the Administrative Agent, the Majority Banks and the BorrowerCompany, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Banks, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.03, (iib) increase the Commitment amount of the Commitment, extend any Lender L/C Expiration Date then in effect or extend the Commitments (except pursuant subject any Banks to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Reimbursement Obligations or any fees or other amounts payable hereunderhereunder (except fees payable for the account of the L/C Issuers or Administrative Agent), (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Reimbursement Obligations or any fees or other amounts payable hereunderhereunder (except fees payable for the account of the L/C Issuers or Administrative Agent), (ve) change the definition of Required Lenders or change the percentage of the Commitments Reimbursement Obligations or of the aggregate unpaid principal amount of the outstanding Borrowings, Shares or the number or the percentage of Lenders, Banks that shall be required for the Lenders Banks or any of them to take any action hereunder, (f) alter the ratable application of payments or prepayments of principal, interest or other amounts hereunder among the Banks, (g) release any of the Pledged Bonds except upon reimbursement for the drawings related to such Pledged Bonds or as otherwise provided in this Agreement or the Pledge Agreement or (vih) amend amend, waive, supplement or waive otherwise modify this Section 8.01 8.01, Section 8.04(b) or any provision of this Agreement Section 8.04(c); provided, further, that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank the L/C Issuers, in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bankthe L/C Issuers, as the case may berespectively, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsAgreement.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Floating Rate Notes, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iiia) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Floating Rate Notes or any fees or other amounts payable hereunder, (ivb) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Floating Rate Notes or any fees or other amounts payable hereunder, (vc) release or impair the Lien of any collateral securing the Floating Rate Notes, (d) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsFloating Rate Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vie) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that no amendment, waiver or consent shall, unless signed by Lenders owed at least 85% in interest of the US Dollar Equivalent of the then aggregate unpaid principal amount of the Floating Rate Debt or, if no such principal amount is then outstanding, holders of at least 85% in interest of the US Dollar Equivalent of the then aggregate unpaid principal amount of the Existing Bank Debt amend, waive or consent to any departure from Section 5.01(P) (x) including by amending any definition used therein); and provided further, that no amendment, waiver or consent shall, unless signed by all the Initial Lenders or all the Subsequent Lenders waive any of the conditions specified in Section 3.01 or 3.02, respectively; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsNote.

Amendments, Etc. Subject to Section 2.12(c2.05(c) and Section 2.21(a)(i)2.18, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerBorrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)writing, do any of the following: : (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, unless signed by each Lender directly and adversely affected thereby: (iib) increase the Commitment of any Lender or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender; (except pursuant to Section 2.06 or 2.07), (iiic) reduce the principal of, or stated rate of interest on, or rate of interest applicable tothe Advances, the outstanding Loans stated rate at which any fees hereunder are calculated or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunderhereunder (including the definition of “Required Lenders”), or unless signed by all ▇▇▇▇▇▇▇; (vif) amend this Section 8.01, unless signed by all Lenders; and (g) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; provisions of Section 2.15 or 2.19(c), unless signed by each Lender directly and provided further adversely affected thereby. and provided, further, that (xi) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any other Loan Document; (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (yiii) any amendment or waiver with respect to Section 8.16 shall require the consent of any Lender that is an Affected Financial Institution. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shallhereunder (and any amendment, unless in writing and signed waiver or consent which by its terms requires the Administrative Agent, consent of all Lenders or each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement affected Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except (x) to the extent set forth in Section 2.19(a)(ii) and (y) that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by an agreement in writing entered into by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Borrower, the Required Lenders and the Administrative Agent if by the terms consent of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the BorrowerAgent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified in Article III except as otherwise provided therein, ; (ii) increase the Commitment Revolving Credit Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), additional obligations; (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, hereunder or the Letter of Credit Obligations; (iv) postpone any final maturity date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Loans or any fees or the Letter of Credit Obligations or other amounts payable hereunder, ; (v) change the definition of Required Lenders or change the percentage of the Commitments or of Revolving Credit Commitments, the aggregate unpaid principal amount of the outstanding BorrowingsLoans or the aggregate amount of the Letter of Credit Obligations, or the number or the percentage of Lenders, that Lenders which shall be required for the Lenders or any of them to take any action hereunder, or ; (vi) release or subordinate any Collateral or release any Loan Party except as shall otherwise be provided in Section 7.5 or in the Collateral Documents; or (vii) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders10.1; and provided further provided, further, that (x) no amendment, waiver or consent shall, shall (x) unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and or the other Loan Documents; (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentSwing Loan Lender in addition to the Lenders required above to take such action, each LC Issuing Bank and affect the Required Lenders, amend rights or waive Section 2.21. Notwithstanding obligations of the foregoing, any provision of Swing Loan Lender under this Agreement may be amended by an agreement or any other Loan Document; and (z) unless in writing entered into and signed by the BorrowerIssuer in addition to the Lenders required above to take such action, affect the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the rights or obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender Issuer under this Agreement or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDocument.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all of the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: : (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02 or, with respect to all Consenting Lenders and all Assuming Lenders, Section 3.04; (iib) increase the Commitment aggregate Revolving Credit Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments additional obligations; (except pursuant to Section 2.06 or 2.07), (iiic) reduce the principal of, or interest on, or rate of interest applicable tothe Advances, the outstanding Loans or any fees (other than any fees referred to in Section 2.04(b)(ii) or (c)) or other amounts payable hereunder, ; (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees (other than any fees referred to in Section 2.04(b)(ii) or (c)) or other amounts payable hereunder, except pursuant to Section 2.17 as in effect on the date of this Agreement; (ve) change the definition of Required Lenders or change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, ; (f) release or (vi) amend or waive this Section 8.01 or limit the obligations of the Company under any provision of Article VII; or (g) amend this Agreement that requires pro rata treatment of the LendersSection 9.01; and provided further further, however, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note, (y) no amendment, waiver or consent of Section 9.07(f) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Lenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Note and (yz) no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentIssuing Banks in addition to the Lenders required above to take such action, each LC Issuing Bank and adversely affect the Required Lenders, amend rights or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC the Issuing Bank not consenting to the amendment provided for therein shall terminate (but Banks in their capacities as such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsthis Agreement.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender or extend the Commitments (except pursuant to Lenders other than in accordance with Section 2.06 or 2.07)2.18, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) reduce, subordinate or limit the obligations of the Guarantor under Section 7.01, (g) amend this Section 9.01 or (vih) amend or waive this Section 8.01 or any provision of this Agreement in any manner that requires pro rata treatment would adversely affect such Lender’s right to receive its ratable share of any payment made or proceeds distributed to which it is entitled under the LendersLoan Documents; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentIssuing Banks in addition to the Lenders required above to take such action, each LC Issuing Bank and adversely affect the Required Lenders, amend rights or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC the Issuing Bank not consenting to the amendment provided for therein shall terminate (but Banks in their capacities as such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsthis Agreement.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of Except as otherwise expressly provided in this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended modified or supplemented only by an agreement instrument in writing entered into signed by the BorrowerCompany, the Administrative Agent and the Required Lenders Lenders, or by the Company and the Administrative Agent if acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; PROVIDED that: (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase, or extend the term of any of the Commitments, or extend the time or waive any requirement for the increase, reduction or termination of any of the Commitments, (ii) extend or postpone the date fixed for the payment of principal of or interest on any Loan, or any fee hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of such agreement Section 4.2, 4.7 or 11.9 hereof or this Section 12.5, (vii) modify the Commitment definition of the term "Required Lenders", or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (viii) release any Obligor hereunder, (ix) waive any of the conditions precedent set forth in Section 7.1 hereof, or (x) release the pledge of stock of Genzyme Securities Corporation, other than in exchange for a pledge of stock of the surviving entity under the terms of Section 9.5(d)(i) hereof; (b) any modification or supplement of Section 11 hereof shall require the consent of the Administrative Agent; and (c) any modification or supplement of Section 6 hereof shall require the consent of each Non-Consenting Lender and Subsidiary Guarantor (PROVIDED that any Subsidiary of the obligations of each LC Issuing Bank not consenting Company may become a party to the amendment this Agreement as a "Subsidiary Guarantor" hereunder as provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e9.13 hereof), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c(a) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLoan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)writing, do any of the following: : (i) amend waive any of the conditions specified in Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, unless signed by each Lender directly and adversely affected thereby; (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant of a Lender or subject a Lender to Section 2.06 or 2.07)any additional obligations, unless signed by such Lender; (iii) reduce the principal of, or stated rate of interest on, or rate of interest applicable tothe Advances, the outstanding Loans stated rate at which any fees hereunder are calculated or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest; (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that that, in each case, shall be required for the Lenders or any of them to take any action hereunder, or unless signed by all Lenders; (vi) amend or waive this Section 8.01 9.01, unless signed by all Lenders; or (vii) release all or any provision of this Agreement that requires pro rata treatment substantially all of the LendersGuarantors from the Guaranty; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement Agreement. Notwithstanding the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and the Borrower. (yb) no If, in connection with any proposed amendment, waiver or consent shall, unless in writing requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and signed by adversely affected thereby,” the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision consent of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and is obtained, but the Administrative Agent if by consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the terms of such agreement the Commitment of each Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, as of such date, to purchase at par for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of each LC Issuing Bank not consenting the Non-Consenting Lender to be terminated as of such date, and (ii) the amendment provided for therein Borrower shall terminate (but pay to such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to in same day funds on the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness day of such amendmentreplacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or LC Issuing Bank shall have received or shall at otherwise, the time of circumstances entitling the Borrower to require such termination receive payment of an amount equal assignment and delegation cease to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsapply.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i)2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender or the Lenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (except other than pursuant to Section 2.06 2.18) or 2.07)subject the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any and the LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit or Green Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver such LC Issuing Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the BorrowerCompany and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all of the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase change the Commitment of any Lender or extend the Commitments subject any Lender to any additional obligations (except other than pursuant to Section 2.06 2.04 or 2.072.16), (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts amount payable hereunder, (ivd) postpone any date fixed by this Agreement for any payment of principal ofprincipal, or interest oninterest, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunderdue to the Lenders (or any of them) or any fees hereunder (other than pursuant to Section 2.16), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunderunder this Agreement, (f) change Section 2.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, and (g) amend, waive, or (vi) amend in any way modify or waive suspend any provision of this Section 8.01 or any provision clause (ii) of this Agreement that requires pro rata treatment of the LendersSection 8.18; and provided further provided, further, that (xi) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (yii) no amendmentSection 8.07(i) may not be amended, waiver waived or otherwise modified without the consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Granting Lender and the obligations all or any part of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate whose Advances are being funded by a special purpose funding vehicle (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04an “SPC”) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e)amendment, together with all applicable accrued interest thereon, accrued fees and all waiver or other amounts then payable to it hereunder and under the other Loan Documentsmodification.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i)the next four sentences, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. No amendment or waiver of Section 8.02(a) of this Agreement, howevernor consent to any departure by the Borrower therefrom, thatshall in any event be effective unless the same shall be in writing and signed by Banks having at least 66 2/3% of the then aggregate amount of the Commitments or, no if the Commitments have been terminated, holding at least 66 2/3% of the aggregate principal amount of the Advances then outstanding, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Banks, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Article VI, (iib) increase the Commitment of any Lender or extend change the Commitments (except pursuant of the Banks or subject the Banks to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any facility fees or other amounts amount payable hereunder, (ivd) postpone change any date fixed for any payment in respect of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any facility fees or other amounts amount payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of LendersBanks, that which shall be required for the Lenders Banks or any of them to take any action hereunder, or amend the definition herein of “Majority Banks,” or (vif) amend this Section 11.01; provided, no such amendment, waiver or consent shall, without the consent of each Issuing Bank, amend, modify or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment Article IV or alter any rights or obligations with respect to any Letter of the Lenders; and provided further that (x) no Credit. No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders Banks required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21Agreement. Notwithstanding the foregoing, any provision of this Agreement may the actions contemplated by Section 2.05 shall not be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting subject to the amendment consent of the Banks, except as otherwise expressly provided for therein shall terminate (but in such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsSection.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, 3.02 or 3.03, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement; and provided, further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the any Borrower or Mondelēz therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMondelēz, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly all the Lenders (including Defaulting Lenders) affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)and Mondelēz, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Sections 3.01, 3.02, 3.03 or 3.05 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01, 3.02, 3.03 or 3.05 unless the amendment or waiver so provides), (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, the amount or rate of interest applicable toon, the outstanding Loans Pro Rata Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Pro Rata Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsPro Rata Advances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunderhereunder (including any such change to the definition of “Required Lenders”), (f) release Mondelēz from any of its obligations under Article VIII, (g) change Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby or (vih) amend or waive this Section 8.01 or any provision of this Agreement 9.01; provided further that requires pro rata treatment no waiver of the Lendersconditions specified in Section 3.04 in connection with any Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by with the Borrower, the Required Lenders and written consent of the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsMondelēz.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, : (a) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all of the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: following at any time: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or, in the case of the initial borrowing hereunder, Section 3.02; (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition number of Required Lenders or change the percentage of (A) the Commitments or of (B) the aggregate unpaid principal amount of the outstanding BorrowingsAdvances that, or the number or the percentage of Lendersin each case, that shall be required for the Lenders or any of them to take any action hereunder; (iii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of a material portion of the value of the Guaranties to the Lenders; (iv) release any material portion of the Collateral in any transaction or series of related transactions (other than any release permitted under any Collateral Document); (v) change the order of application of any prepayment of Advances from the application thereof set forth in the applicable provisions of Section 2.05 or 2.08, or respectively; or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that and (xb) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Required Lenders required above to take and each Lender specified below for such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent: (i) increase the Commitments of a Lender without the consent shallof such Lender; (ii) reduce the principal of, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision stated rate of this Agreement may be amended by an agreement in writing entered into by the Borrowerinterest on, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting Advances owed to the amendment provided for therein shall terminate (but such Non-Consenting a Lender or LC Issuing Bank shall continue any fees or other amounts stated to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender payable hereunder or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.Documents to such Lender without the consent of such Lender; or (iii) postpone any date scheduled for any payment of principal of, or interest on, the Advances pursuant to Section 2.05 or 2.06 or any date fixed for any payment of fees hereunder, in each case, payable to a Lender without the consent of such Lender;

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, the Notes or any of the other Loan Documents, nor consent to any departure by any of the Borrower Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the Loan Parties party to such Loan Document and directly affected by such amendment, waiver or consent and signed (or in the case of the Collateral Documents, consented to) by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby : (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (xa) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Borrowers and all of the Lenders (other than any of the Lenders that is, at such time, a Defaulting Lender), do any of the following at any time: (i) waive any of the conditions specified in Section 3.01 or, in the case of the initial Borrowing under any Facility, Section 3.02; (ii) change the number of Lenders or the percentage of the Commitments or the aggregate outstanding principal amount of Advances or the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lender Parties or any LC of them to take any action hereunder; (iii) release (x) the guarantee of BRW under Article VI herein or (y) all or substantially all of the value of the guarantees of the Subsidiaries under the Subsidiary Guaranties (other than in connection with a disposition or sale of assets permitted by this Agreement); (iv) release all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with a disposition or sale of assets permitted by this Agreement); (v) change any purchase obligation of any Lender under Section 2.13; or (vi) amend this Section 9.01; (b) no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and the Required Lenders and each of the Lenders (other than any of the Lenders that is, at such time, a Defaulting Lender) that has a Commitment or an Advance then outstanding under the Term A Facility, the Term B Facility, the Term C Facility or the Revolving Credit Facility, as the case may be, if such Lender is directly affected by such amendment, waiver or consent: (i) increase the Commitments of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Advances held by such Lender or any fees or other amounts payable hereunder to such Lender or reduce or relieve any repayment obligation of the Revolving Credit Lenders under Section 2.03(c); or (iii) postpone any date scheduled for any payment of principal of, or interest on, the Advances held by such Lender pursuant to Section 2.04 or 2.07, or postpone scheduled reductions of the Revolving Credit Facility pursuant to Section 2.05 or any date fixed for any payment of fees or the Guaranteed Obligations payable hereunder to such Lender; and (c) no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and the Required Lenders and, if the Lenders under any such Facility are directly affected by such amendment, waiver or consent, Lenders holding more than 50% of the aggregate Commitments or, if no Commitments are then outstanding under such Facility, the Advances then outstanding, under the Term A Facility, the Term B Facility, the Term C Facility or the Revolving Credit Facility, as the case may be, change the order of application of any reduction in the Commitments in any manner that materially affects any Lender Party under such Facility at any time when all or a portion of the Term A Facility, the Term B Facility or the Term C Facility remains in effect or permanently reduce the Revolving Credit Facility; and provided further that no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank or each Issuing Bank Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent such Swing Line Bank or such LC Issuing Bank, as the case may be, Bank under this Agreement or any of the other Loan Documents; and (y) provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent in addition to the Lender Parties required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Notwithstanding any of the foregoing provisions of this Section 9.01, none of the defined terms set forth in Section 1.01 shall be amended, supplemented or otherwise modified hereafter in any manner that would change the meaning, purpose or effect of this Section 9.01 or any section referred to herein unless such amendment, supplement or modification is agreed to in writing by the number and percentage of Lenders (and each Swing Line Bank, each LC Issuing Bank and the Required LendersAdministrative Agent, in each case, if applicable) otherwise required to amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by such section under the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to this Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents9.01.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower ACE therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Banks (and, in the Borrowercase of an amendment, ACE), and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, provided that no amendment, waiver or consent shall: (a) unless in writing and signed by all of the Banks, do any of the following at any time: (i) waive any of the conditions specified in Section 2.01, 3.01 or 3.02, (ii) change the number of Banks or the percentage of (x) the Commitment Amounts, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding LOCs that, in each case, shall be required for the Banks or any of them to take any action hereunder, (iii) release ACE or otherwise limit ACE’s liability with respect to the obligations owing to the Administrative Agent and the Banks, (iv) amend this Section 8.01 or any of the definitions herein that would have such effect, (v) extend the Termination Date, (vi) limit the liability of ACE under any of the Loan Documents or (vii) change or waive any provision of Section 2.07(a) or any other provision of this Agreement requiring the ratable treatment of the Banks; (b) unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)Bank, do any of the followingfollowing at any time: (i) amend Section 3.01, 3.02 or 3.03 or waive subject such Bank to any of the conditions specified thereinadditional obligation, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans any reimbursement obligation or any fees fee or other amounts amount payable to such Bank hereunder, or increase such Bank’s Commitment Amount, or (iviii) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loansany reimbursement obligation, reimbursement obligations or any fees fee or other amounts amount payable to such Bank hereunder; provided, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowingsfurther, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any other Loan Document and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and in addition to the Required LendersBanks required above to take such action, amend affect the rights or waive Section 2.21. Notwithstanding duties of the foregoing, any provision of Issuing Bank under this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDocument.

Amendments, Etc. Subject to Section 2.12(c(i) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (ia) extend the expiration date of any Letter of Credit beyond the first anniversary of the Termination Date of the relevant Issuing Bank, (b) reduce any fees or other amounts payable hereunder to such Lender, (c) postpone any date fixed for any payment of any fees or other amounts payable hereunder to such Lender, (d) change the percentage of the Commitments or of the Total Outstandings, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (e) release the guarantee set forth in Section 10.01 or (f) amend this Section 3.019.01, 3.02 Section 9.07(j), Section 1.07 or 3.03 Section 2.13; and provided further that (1) no amendment, waiver or waive any consent shall affect the rights or duties of the conditions specified thereinAdministrative Agent, and any Issuing Bank or any Swing Loan Bank, as the case may be, under this Agreement or any other Loan Document, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, such Issuing Bank or such Swing Loan Bank, as the case may be, in addition to the Lenders required above to take such action, (ii2) increase no amendment, waiver or consent shall affect the Commitment rights or duties of any Lender that has made a Competitive Bid Loan unless such amendment, waiver or extend consent is in writing and signed by such Lender in respect of such Competitive Bid Loan, in addition to the Commitments Lenders required above to take such action, (except pursuant 3) subject to the provisions of Section 2.06 and 2.15, no amendment, waiver or 2.07), (iii) consent shall reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Revolving Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Revolving Loans, reimbursement obligations or any fees or other amounts payable hereunderunless in each case signed by each Lender affected thereby, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x4) no amendment, waiver or consent shallshall reduce the principal of, or interest on, the Swing Loans or postpone any date fixed for any payment of principal of, or interest on, the Swing Loans, unless in writing and each case signed by all of the Administrative Agent Swing Loan Banks, (5) no amendment, waiver or consent shall reduce the principal of, or interest on, the Letter of Credit Loans or postpone any LC date fixed for any payment of principal of, or interest on, the Letter of Credit Loans, unless in each case signed by each affected Lender, (6) subject to the provisions of Sections 2.06 and 2.15, no amendment, waiver or consent shall extend the Termination Date of the Commitment or increase the Commitment of any Lender, Swing Loan Bank or Issuing Bank in addition or subject any Lender, Swing Loan Bank or Issuing Bank to the Lenders required above to take any additional obligations, unless signed by such actionLender, affect the rights Swing Loan Bank or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement be and (y7) any amendment to a ratio or requirement that is contemplated pursuant to Section 1.03(b) shall require a writing signed only by the Company and the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shallhereunder (and any amendment, unless in writing 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 signed (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 Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. consent of such Defaulting Lender. (ii) Notwithstanding the foregoingforegoing clause (i), any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations Company may, with the consent of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate other (but such Non-Consenting without the consent of any Lender or LC Issuing Bank shall continue other Borrower), amend, modify or supplement this Agreement and any other Loan Document to be entitled to the benefits of Sections 2.15cure any ambiguity, 2.18 and 8.04) upon the effectiveness of omission, typographical error, mistake, defect or inconsistency if such amendment, and such Non-Consenting Lender modification or LC Issuing Bank shall have received supplement does not adversely affect the rights of the Administrative Agent or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsLender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Majority Banks and (in the Borrowercase of an amendment) the Company, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, thatprovided that except as otherwise expressly provided in this Agreement, no amendment, waiver or consent shall, (a) unless in writing and signed by all the Banks, (i) waive any of the conditions specified in Section 5.01, (ii) change the definition of “Majority Banks” or the number or percentage in interest of Banks which shall be required for the Banks or any of them to take any action hereunder or (iii) amend this Section 10.01, (b) unless in writing and signed by each Lender directly Bank adversely affected thereby (other thanthereby, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender Bank, increase the LC Exposure of any Bank or extend otherwise subject any Bank to any additional obligations, (ii) reduce the Commitments (except pursuant amount of, or interest on, any LC Reimbursement Obligation of the Company to Section 2.06 any Bank or 2.07)the principal of, or rate of interest on, any Advance or any fees, commissions or other amounts payable by the Company to any Bank hereunder, (iii) reduce postpone the scheduled date for any payment of any LC Reimbursement Obligation (or interest thereon) or any principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees fees, commissions or other amounts payable by the Company to any Bank hereunder, or change the Outside Expiry Date or (iv) postpone any date fixed for any alter the manner in which payment of LC Reimbursement Obligations or interest thereon or of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees fees, commissions or other amounts payable hereunderis to be applied as among the Banks and (c) no consent with respect to any amendment, (v) change the definition waiver or other modification of Required Lenders this Agreement or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that any Note shall be required for the Lenders of (i) any Defaulting Bank, except with respect to any amendment, waiver or any of them other modification referred to take any action hereunderin subclauses (b)(i), or (vib)(ii) amend or waive this Section 8.01 or any provision and (b)(iii) of this Agreement that requires pro rata treatment of proviso and then only in the Lendersevent such Defaulting Bank shall be adversely affected by such amendment, waiver or other modification; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and the Notes, (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank directly affected thereby in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under this Agreement and (z) the Company and any Issuing Bank may increase or decrease the Fronting Commitment of such Issuing Bank by an instrument in writing signed by each of them without the consent of any other party hereto. This Agreement and the Required Lenders, amend or waive Section 2.21. Notwithstanding Notes constitute the foregoing, any provision entire agreement of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting parties with respect to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentssubject matter hereof.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Swingline Lender or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Prior to the Collateral Release, the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans, any participations in Swingline Loans funded pursuant to Section 2.03(c) and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c(A) and Section 2.21(a)(i)Except as otherwise set forth in this Agreement, no amendment amendment, modification, supplement or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or signed by the Administrative Agent with the consent of the Required Lenders) with a copy (electronic or otherwise) delivered to the Administrative Agent (such delivery to the Administrative Agent not to be a condition to the effectiveness of any such amendment, modification, supplement or waiver) (other than with respect to any amendment, modification, supplement or waiver contemplated in clause (a) (as it relates to extensions only), clause (b), clause (c), clause (h) or clause (j) below, which shall only require the consent of the relevant lenders directly and adversely affected thereby (in the case of clauses (a), (b) and (c)) or the Required Facility Lenders under the applicable Class, as applicable, in the case of clauses (h) and clause (j)) and the BorrowerBorrower or the applicable Loan Party, as the case may be, and then each such waiver waiver, amendment, modification, supplement or consent shall be effective only in the specific instance and for the specific purpose for which givengiven (it being understood and agreed that, each of the following shall only require the consent of the Required Lenders and not any other Lenders regardless of the provisos below: (i) a waiver of any Default or Event of Default (other than any Default or Event of Default under Section 7.10), (ii) a waiver of the application of the Default Rate or any amendment thereto and (iii) subject to clause (i) of the first proviso below, any change to the definition of “Secured Net Leverage Ratio” or any other ratio used as a basis to calculate the amount of any principal or interest payment or in the component definitions thereof); provided, however, provided that, no such amendment, modification, supplement, waiver or consent shallshall (and any such amendment, unless in writing and signed by each Lender directly affected thereby modification, supplement, waiver or consent under clauses (other than, in a) through (l) below shall not require the case of clause (i) or (v) below, any Defaulting Lender), do any consent of the following: (i) amend Section 3.01, 3.02 Required Lenders or 3.03 or waive any the Administrative Agent in addition to the consent of the conditions Lenders specified therein, thereunder): (iia) extend or increase the Commitment of any Lender without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of (or extend amendment to the terms of) any condition precedent set forth in Section 4.01 or Section 4.02 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (except pursuant b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or Section 2.08 without the written consent of each Lender directly and adversely affected thereby, it being understood that (i) the waiver of (or amendment to Section 2.06 the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or 2.07)interest, (ii) any change to the definition of “Secured Net Leverage Ratio” or any other ratio used as a basis to calculate the amount of any principal or interest payment or in the component definitions thereof shall not constitute a reduction in any amount of interest or fee and (iii) any change to the definition of “Adjusted Term SOFR”, “Term SOFR”, or “SOFR”, “ (in each case including any component thereof) in accordance with Section 3.03(b) or (c) shall not constitute a postponement of any date of payment, or a reduction in any amount of the payment, of any interest; (c) reduce the principal of, or interest on, or the rate of interest applicable tospecified herein on, any Loan or L/C Borrowing, or (subject to clauses (i), (ii), (iii) and (vi) of the outstanding Loans or second proviso to this Section 10.01) any fees or other amounts payable hereunderhereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that (ivi) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change to the definition of Required Lenders “Secured Net Leverage Ratio” or the component definitions thereof shall not constitute a reduction in the rate of interest and (ii) any change to the percentage definition of “Adjusted Term SOFR”, “Term SOFR” or “SOFR” (in each case including any component thereof) in accordance with Section 3.03(b) or (c) shall not constitute a reduction in the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or payment of any interest; provided that only the number or consent of the percentage of Lenders, that Required Lenders shall be required for necessary to amend the Lenders definition of “Default Rate” or to waive any obligation of them the Borrower to take any action pay interest at the Default Rate; (d) except in a transaction permitted by Section 7.04, permit assignment of rights and obligations of the Borrower hereunder, or without the written consent of each Lender; (vie) amend or waive this Section 8.01 or change any provision of this Agreement Section 10.01 or the definition of “Required Lenders,” “Required Facility Lenders,” “Required Revolving Credit Lenders” or “Required Term Lenders” without the written consent of each Lender directly and adversely affected thereby or “Required 2024 Revolving Credit Lenders” without the written consent of each 2024 Revolving Lender directly and adversely affected thereby; provided that requires pro rata treatment the written consent of each Lender shall be required with respect to a reduction of any of the voting percentages set forth in the definition of “Required Lenders; ,” “Required Facility Lenders,” “Required Revolving Credit Lenders,” “Required 2024 Revolving Credit Lenders” or “Required Term Lenders” and provided further that (x) no amendment, waiver or the written consent shall, unless in writing and signed by the Administrative Agent or of each 2024 Revolving Credit Lender shall be required with respect to a reduction of any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as voting percentages set forth in the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the definition of “Required 2024 Revolving Credit Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.”;

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.Section

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i)2.16, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase or reinstate the Commitment Commitments of any Lender or the Lenders, extend the Commitments (except pursuant of the Lenders or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Term Loans or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Term Loans or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsTerm Loans, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.12 or (vi) amend or waive Section 2.14 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitment and the outstanding Term Loan of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that, : (a) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Banks, do any of the following: (i1) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (ii2) waive any of the conditions specified in Section 3.02 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (3) increase the Commitment of any Lender or extend the Commitments (except pursuant of the Banks or subject the Banks to Section 2.06 or 2.07)any additional obligations, (iii4) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Contract Advances or any fees or other amounts payable hereunder, (iv5) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Contract Advances or any fees or other amounts payable hereunder, (v6) make any change the definition of Required Lenders or change which would alter the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsContract Advances, Auction Advances or Special Rate Loans, or the number or the percentage of LendersBanks, that which shall otherwise be required for the Lenders Banks or any of them to take any action hereunder, (7) change Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby or (vi) 8) amend or waive this Section 8.01 8.01; (b) no amendment, waiver or consent shall, unless in writing and signed by the Bank holding an Auction Advance at such time, (1) reduce the principal of, or interest on, such Auction Advance or any provision fees or other amounts payable hereunder or thereunder with respect thereto, (2) postpone any date fixed for any payment of this Agreement that requires pro rata treatment principal of, or interest on, such Auction Advance or any fees or other amounts payable hereunder or thereunder with respect thereto, or (3) subject such Bank to any additional obligations with respect to such Bank’s Auction Advance; (c) no amendment, waiver or consent shall, unless in writing and signed by the Bank holding a Special Rate Loan at such time, (1) reduce the principal of, or interest on, such Special Rate Loan or any fees or other amounts payable with respect thereto, (2) postpone any date fixed for any payment of the Lendersprincipal of, or interest on, such Special Rate Loan or any fees or other amounts payable with respect thereto, or (3) subject such Bank to any additional obligations with respect to such Bank’s Special Rate Loan; and provided further that and (xd) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsAgreement.

Amendments, Etc. Subject to Section 2.12(c(a) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all of the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the followingfollowing at any time: (i) amend Section 3.01change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, 3.02 in each case, shall be required for the Lenders or 3.03 or waive any of the conditions specified thereinthem to take any action hereunder, (ii) increase release any Borrower with respect to the Commitment Obligations or reduce or limit the obligations of any Lender Guarantor under Article VII or extend release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Commitments Guaranteed Obligations (except pursuant to Section 2.06 or 2.07as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Commitments of the Lenders or subject the Lenders to any additional obligations (except, in each case, to the extent contemplated in Section 2.16 or 2.18), (v) reduce the principal of, or interest on, or rate the Advances (except to the extent of interest applicable toany reduction resulting from a Reallocation effected pursuant to Section 2.18), the outstanding Loans or any fees or other amounts payable hereunder, (ivvi) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vivii) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of extend the LendersTermination Date; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by (A) the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or the other Loan Documents and (yB) no amendmenteach Swing Line Bank in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank under this Agreement or the other Loan Documents. (b) In the event that any Lender (a “Non-Consenting Lender”) shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent shall, unless in writing of all Lenders and signed that has been consented to by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding then the foregoingBorrowers shall have the right, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of upon written demand to such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to the amendment provided for therein shall terminate (but cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or LC Issuing Bank shall continue Commitments, the Advances owing to it) to an Eligible Assignee designated by the Operating Partnership and approved by the Administrative Agent (such approval not to be entitled to the benefits of Sections 2.15unreasonably withheld) (a “Replacement Lender”), 2.18 and 8.04provided that (i) upon the effectiveness as of such amendmentConsent Request Date, no Default or Event of Default shall have occurred and be continuing, and (ii) as of the date of the Borrowers’ written demand to replace such Non-Consenting Lender Lender, no Default or LC Issuing Bank Event of Default shall have received occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent. The Replacement Lender shall purchase such interests of the Non-Consenting Lender at par and shall assume the time rights and obligations of such termination receive payment the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded a Transfer Certificate delivered pursuant to Section 2.04(e9.07, however the Non-Consenting Lender shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to such assignment. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrowers given in accordance with this Section 9.01(b) it shall promptly execute and deliver a Transfer Certificate with a Replacement Lender as contemplated by this Section. The execution and delivery of any such Transfer Certificate shall not be deemed to comprise a waiver of claims against any Non-Consenting Lender by the Borrowers or the Administrative Agent or a waiver of any claims against the Borrowers or the Administrative Agent by the Non-Consenting Lender. (c) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Advances such Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, together with all applicable accrued however that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest thereonowing to such Defaulting Lender hereunder, accrued fees and all other amounts then reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to it hereunder and under such Defaulting Lender hereunder, or alter the other Loan Documentsterms of this proviso, will require the consent of such Defaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and writing, signed by the Required Lenders Lenders, and the Borrower, and then notice of such amendment or waiver shall be provided to the 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, subject to Section 2.23(b) and (c), no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, in Section 3.01; (iib) extend or increase the Commitments of the Lenders (or reinstate any Commitment of any Lender or extend the Commitments (except terminated pursuant to Section 2.06 or 2.076.01), other than increases of Commitments as provided in Section 2.18 and extensions of Commitments as provided in Section 2.19; (iiic) reduce the principal of, or the rate of interest on, any Revolving Credit Advance or rate (subject to clause (iii) of interest applicable to, the outstanding Loans or last proviso in this Section 8.01) any fees or other amounts payable hereunderhereunder or under any Revolving Credit Note; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or “Default Rate” or to waive any obligation of the Borrower to pay Default Interest or interest or Letter of Credit Fees at the Default Rate; (ivd) change Section 2.13(a), Section 2.15 or Section 6.03 in a manner that would alter the ratable sharing of payments required thereby; (e) postpone any date fixed by this Agreement or the Revolving Credit Notes for any payment or mandatory prepayment of principal ofprincipal, or interest oninterest, the outstanding Loansfees, reimbursement obligations or any fees or other amounts payable hereunderdue to the Lenders hereunder or under the Revolving Credit Notes, other than extensions of the Termination Date as provided in Section 2.19; (vf) change the definition of “Required Lenders Lenders” or change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Advances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder; (g) release any of the collateral in the Secured L/C Account, the Cash Collateral Account or other collateral pledged pursuant to this Agreement, other than releases in accordance with the terms hereof; or (vih) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that (xi) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and or any Revolving Credit Note; (yii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank adversely affected thereby in addition to the Lenders required above to take such action, affect the rights or obligations of such Issuing Bank in its capacity as such under this Agreement; and (iii) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Required Lenders, amend or waive Section 2.21parties thereto. Notwithstanding anything to the foregoingcontrary herein, no Defaulting Lender shall have any provision 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 this Agreement all Lenders or each affected Lender may be amended by an agreement in writing entered into by effected with the Borrowerconsent of the applicable Lenders other than Defaulting Lenders), the Required Lenders and the Administrative Agent if by the terms of such agreement except that (x) the Commitment of each Non-Consenting any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the obligations consent of all Lenders or each LC Issuing Bank not consenting to affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby all the Lenders (other thanthan the Designated Bidders and other than any Lender that is, in the case of clause (i) or (v) belowat such time, any a Defaulting Lender), do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Revolving Credit Notes or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Revolving Credit Notes or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further provided, however, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agents or any LC Issuing Bank the Paying Agent, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agents or such LC Issuing BankPaying Agent, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsNote.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby all the Lenders (other than, in than any Lender that is the case Borrower or an Affiliate of clause (i) or (v) below, any Defaulting Lenderthe Borrower), do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the A Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly of the Lenders affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender)thereby, do any of the following: (ia) amend waive any of the conditions specified in Section 3.01, 3.02 or 3.03 (if and to the extent that the Borrowing for which such condition or waive any conditions are waived would result in an increase in the aggregate amount of A Advances over the conditions specified thereinaggregate amount of A Advances outstanding immediately prior to such Borrowing), (iib) increase the Commitment of any such Lender or extend the Commitments (except pursuant subject such Lender to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans A Notes or any fees or other amounts payable hereunderhereunder to such Lender, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations A Notes or any fees or other amounts payable hereunderhereunder to such Lender, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsA Notes, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend Section 8.06(b)(ii) or waive this Section 8.01 or any provision of this Agreement 8.01; PROVIDED FURTHER that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendmentor any Note. No amendment or waiver of any provision of a B Note, waiver or nor any consent shallto any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms holder of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsB Note.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the A Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or Section 3.02, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any additional obligations (other than to the extent any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07consents thereto), (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans A Notes or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations A Notes or any fees or other amounts payable hereunderhereunder (excluding any amounts payable in connection with the B Notes), (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsA Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further PROVIDED FURTHER that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note; and (y) no amendmentPROVIDED FURTHER that this Section 8.01 shall not apply to changes in Commitments pursuant to Section 2.05, 2.11 or any other Section of this Agreement. No amendment or waiver or of any provision of any B Note, nor consent shallto any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms holder of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsB Note.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Financing Document, nor any consent to 73 79 any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Required Majority Lenders and the BorrowerCompany, and then 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 amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive increase any Working Capital Commitment of any of the conditions specified therein, Lenders or subject the Lenders to any additional obligations; (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, ; (iviii) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loansany Loan, reimbursement obligations Reimbursement Obligation or any fees fee hereunder pursuant to Sections 2.02, 2.04, 4.01 or other amounts payable hereunder, 4.02 hereof; (viv) change the definition of Required Lenders or change the percentage of any of the Working Capital Commitments or of the aggregate unpaid principal amount of any of the outstanding BorrowingsLoans and Letter of Credit Liabilities, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunderunder this Agreement; (v) change any provision contained in Sections 2.08, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof; or (vi) amend release all or waive a substantial portion of the security for the obligations of the Company under this Agreement or any Note. Notwithstanding anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of 12.05 to the Lenders; and provided further that (x) contrary, no amendment, waiver or consent shall, unless in writing and signed by shall be made with respect to Section 11 without the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties consent of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrowers and the Borrower, Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Banks, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, 3.02, or 3.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (iib) increase the Commitment Commitments of any Lender or extend the Commitments Banks (except other than pursuant to Section 2.06 2.05(c)) or 2.07)subject the Banks to any additional obligations, (iiic) reduce or forgive the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders �Majority Banks� or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of LendersBanks, that which shall be required for the Lenders Banks, or any of them them, to take any action hereunder, or (vif) amend Section 2.13 or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders Borrowers and the Banks required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsNote.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby all the Lenders (other than, in than any Lender that is the case Borrower or an Affiliate of clause (i) or (v) below, any Defaulting Lenderthe Borrower), do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, the Notes or any of the other Loan Documents, nor consent to any departure by any of the Borrower Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the Loan Parties party to such Loan Document and directly affected by such amendment, waiver or consent and signed (or in the case of the Collateral Documents, consented to) by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby : (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (xa) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Borrowers and all of the Lenders (other than any of the Lenders that is, at such time, a Defaulting Lender), do any of the following at any time: (i) waive any of the conditions specified in Section 3.01 or, in the case of the initial Borrowing under any Facility, Section 3.02; (ii) change the number of Lenders or the percentage of the Commitments or the aggregate outstanding principal amount of Advances or the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lender Parties or any LC of them to take any action hereunder; (iii) release (x) the guarantee of CBI under Article VI herein or (y) all or substantially all of the value of the guarantees of the Subsidiaries under the Subsidiary Guaranties (other than in connection with a disposition or sale of assets permitted by this Agreement); (iv) release all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with a disposition or sale of assets permitted by this Agreement); (v) change any purchase obligation of any Lender under Section 2.13; or (vi) amend this Section 9.01; (b) no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and the Required Lenders and each of the Lenders (other than any of the Lenders that is, at such time, a Defaulting Lender) that has a Commitment or an Advance then outstanding under the Term A Facility, the Term B Facility, the Term C Facility or the Revolving Credit Facility, as the case may be, if such Lender is directly affected by such amendment, waiver or consent: (i) increase the Commitments of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Advances held by such Lender or any fees or other amounts payable hereunder to such Lender or reduce or relieve any repayment obligation of the Revolving Credit Lenders under Section 2.03(c); or (iii) postpone any date scheduled for any payment of principal of, or interest on, the Advances held by such Lender pursuant to Section 2.04 or 2.07, or postpone scheduled reductions of the Revolving Credit Facility pursuant to Section 2.05 or any date fixed for any payment of fees or the Guaranteed Obligations payable hereunder to such Lender; and (c) no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and the Required Lenders and, if the Lenders under any such Facility are directly affected by such amendment, waiver or consent, Lenders holding more than 50% of the aggregate Commitments or, if no Commitments are then outstanding under such Facility, the Advances then outstanding, under the Term A Facility, the Term B Facility, the Term C Facility or the Revolving Credit Facility, as the case may be, change the order of application of any reduction in the Commitments in any manner that materially affects any Lender Party under such Facility at any time when all or a portion of the Term A Facility, the Term B Facility or the Term C Facility remains in effect or permanently reduce the Revolving Credit Facility; and provided further that no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank or each Issuing Bank Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent such Swing Line Bank or such LC Issuing Bank, as the case may be, Bank under this Agreement or any of the other Loan Documents; and (y) provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent in addition to the Lender Parties required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Notwithstanding any of the foregoing provisions of this Section 9.01, none of the defined terms set forth in Section 1.01 shall be amended, supplemented or otherwise modified hereafter in any manner that would change the meaning, purpose or effect of this Section 9.01 or any section referred to herein unless such amendment, supplement or modification is agreed to in writing by the number and percentage of Lenders (and each Swing Line Bank, each LC Issuing Bank and the Required LendersAdministrative Agent, in each case, if applicable) otherwise required to amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by such section under the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to this Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents9.01.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, the Loan --------------- Documents nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, -------- however, that, that no amendment, waiver or consent shall, unless in writing and ------- signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Sections 4.1, 4.2 and 4.3, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Notes or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Notes or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsNotes, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder, (f) amend any of the provisions in Sections 3.6 through 3.12, (g) alter or limit the obligation of the Borrower to reimburse the Issuing Bank for amounts drawn under the Letters of Credit, (h) alter or limit the obligations of the Lenders set forth in Section 2.5(d), (i) amend this Section 9.1, (j) release any material portion of any collateral covered by any security agreement given in connection herewith (other than in accordance with the terms of any such security agreement), or (vik) amend release any Guarantor from its obligations or waive this Section 8.01 liabilities under any Loan Document, or limit or reduce such obligations or liabilities in any provision of this Agreement that requires pro rata treatment of the Lendersmaterial respect; and provided further provided, further, that (x) no amendment, waiver or consent shall, -------- ------- unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any other Loan Document; and (y) provided, further, that no amendment, -------- ------- waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and in addition to the Required LendersLenders required above to take such action, amend alter or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and effect the obligations of each LC the Issuing Bank not consenting to under Section 2.5 or effect the amendment provided for therein rights or duties of the Issuing Bank under Article VIII; and provided, further, that no waiver or -------- ------- consent shall terminate (but such Non-Consenting unless in writing and signed by the affected Lender or LC the Issuing Bank, as the case may be, waive the rights of that Lender or the Issuing Bank shall continue to be entitled to the benefits receive any payment or compensation under any of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents3.6 through 3.12.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only Jabil Credit Agreement 61 in the specific instance and for the specific purpose for which given; provided, however, that, that (a) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 9.01; (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby (and without the consent of the Required Lenders), do any of the following: (i) increase or extend the Commitments of any Lender, (ii) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder, (iii) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (iv) release the Company from any of its obligations under Article VII, or (viv) amend extend the expiration date of any Letter of Credit to a date later than the latest Termination Date; (c) no amendment, waiver or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment consent shall, unless in writing and signed by applicable Revolving Credit Lenders owed at least a majority in interest of the then aggregate unpaid principal amount (based on the Equivalent in Dollars at such time) of the Revolving Credit Advances under the applicable Facility, or, if no such principal amount is then outstanding, Appropriate Lenders having at least a majority in interest of the applicable Revolving Credit Commitments (and without the consent of the Required Lenders; ) waive any of the conditions specified in Section 3.02 after the Effective Date with respect to such Facility, and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement or any Note; and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and in addition to the Required LendersLenders required above to take such action, amend adversely affect the rights or waive Section 2.21obligations of the Issuing Banks in their capacities as such under this Agreement. Notwithstanding anything to the foregoingcontrary herein, no Defaulting Lender shall have any provision 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 this Agreement all Lenders or each affected Lender may be amended by an agreement in writing entered into by effected with the Borrowerconsent of the applicable Lenders other than Defaulting Lenders), the Required Lenders and the Administrative Agent if by the terms of such agreement except that (x) the Commitment of each Non-Consenting any Defaulting Lender may not be increased or extended, nor amounts owing to such Lender reduced or the final maturity thereof extended, without the consent of such Lender and (y) any waiver, amendment or modification requiring the obligations consent of all Lenders or each LC Issuing Bank not consenting to affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by the Company or any other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Non-Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or Section 3.02, (iib) increase the Commitment of any Lender or extend the Revolving Credit Commitments (except pursuant to of the Lenders other than in accordance with Section 2.06 or 2.07)2.18 and 2.20, (iiic) reduce the principal of, or rate of interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) reduce or limit the obligations of the Company under Section 7.01 or release or otherwise limit the Company’s liability with respect to its obligations under Article VII, (vig) extend the termination date of any Letter of Credit (other than a Special Letter of Credit) beyond the Termination Date, or amend or waive the last sentence of Section 2.03(b) or (h) amend the definition of “Required Lenders” or this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.01; and provided further that (x) no any amendment, waiver or consent shallrequiring the consent of all Non-Defaulting Lenders under clauses (b), unless in writing and signed by the Administrative Agent (c), (d) or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties (f) of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed preceding proviso that by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, its terms adversely affects any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.Defaulting Lender

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement , nor consent to any departure by the Borrower Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, 3.02, 3.03 or 3.04 (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, the aggregate undrawn amount of the Letter of Credit or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, or that would alter any provision hereof relating to or affecting the Letter of Credit, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Agreement may be amended and restated without the consent of any Lender, the Fronting Bank or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender, the Fronting Bank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder (yincluding, without limitation, any obligation to make payment on account of a Drawing) no amendmentand shall have been paid in full all amounts payable hereunder to such Lender, waiver the Fronting Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and as the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly all the Lenders affected thereby (other thanby such amendment, in the case of clause (i) waiver or (v) below, any Defaulting Lender)comment, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable tothe Notes, the outstanding Loans any Reimbursement Obligation or any fees or other amounts payable hereunderhereunder (provided that any Lender may waive, for itself, the timely payment of any amount owed to it arising from any claim by such Lender in respect of any indemnity obligation of the Borrower to such Lender pursuant to Section 2.10, 2.11 or 2.13), (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Notes or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes or of the aggregate Available Amount of outstanding BorrowingsLetters of Credit, or the number or the percentage of Lenders, that in each case shall be required for the Lenders or any of them to take any action hereunder, (f) reduce or limit the obligations of any Guarantor under Section 1 of the Amended and Restated Subsdiary Guaranty or of the Borrower under Section 7.01 or otherwise limit any Guarantor's or the Borrower's respective liability with respect to the Obligations owing to the Agents, the Lenders and the Issuing Banks, (g) amend this Section 9.01 or (vih) amend release all or waive this substantially all of any cash collateral securing Reimbursement Obligations under Letters of Credit, except to the extent permitted by Section 8.01 or any provision 2.16(i) in respect of this Agreement that requires pro rata treatment of the LendersExcess Amounts described therein; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Banks under this Agreement; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Second Amended and Restated ▇▇▇▇▇▇▇ Credit Agreement Administrative Agent or any LC Issuing Bank the Collateral Agent, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or Collateral Agent in its capacity as such LC Issuing Bank, as the case may beAgent, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsNote.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document (other than the Fee Letters or any Letter of Credit Document), nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, however (and subject to Section 2.20 with respect to any Defaulting Lender), (a) no amendment shall increase or extend the Revolving Commitment of any Lender without the written consent of such Lender; (b) no amendment shall amend the definitions of “Eligible Currency” or “Agreed Currency” (other than as contemplated within such definition) without the written consent of each Lender and each Issuing Lender; (c) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest rate on, or rate of interest applicable to, the outstanding Loans Obligations or any fees or other amounts payable hereunderhereunder or under any other Credit Document, (ivii) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Obligations or any fees or other amounts payable hereunder, (viii) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowingsamend Section 2.14, or the number or the percentage of LendersSection 7.7, that shall be required for the Lenders this Section 9.1 or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any other provision of this Agreement that requires the pro rata treatment of of, or action by, all the Lenders; and provided further that , or (xiv) amend the definition of “Majority Lenders”; (d) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Arrangers, the applicable Issuing Lender, or any LC Issuing Bank the applicable Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Arrangers, such Issuing Lender, or such LC Issuing Bank, Swingline Lender as the case may be, under this Agreement and or any other Credit Document; (ye) no amendmentany amendment to Section 4.9, waiver 4.18 or consent shall, unless in writing and signed by 5.1 shall be subject to the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive provisions of Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and 1.7; and (f) the Administrative Agent (and, if by applicable, the Borrower) may, without the consent of any Lender, enter into amendments or modifications to this 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 any Benchmark Replacement or any Conforming Changes or otherwise effectuate the terms of such agreement Section 2.6(h) in accordance with the Commitment terms of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e2.6(h), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. (a) Subject to Section 2.12(c5.3 of the Intercreditor Agreement and clause (b) and Section 2.21(a)(i)below, no amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document (including the Intercreditor Agreement and the Agreement Among Lenders), nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and (or the BorrowerAdministrative Agent on their behalf) and, in the case of an amendment, the Borrower on behalf of the Loan Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that (i) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: following at any time: (iA) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or, (ii) increase in the Commitment case of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable initial Borrowing hereunder, Section 3.02; (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (vB) change (1) the definition of “Required Lenders” or (2) the number of Lenders or change the percentage of (x) the Commitments or of (y) the aggregate unpaid principal amount of the outstanding BorrowingsLoans that, or the number or the percentage of Lendersin each case, that shall be required for the Lenders or any of them to take any action hereunder, hereunder or under any other Loan Document; (C) change any other definition in the Intercreditor Agreement or the Agreement Among Lenders in any manner adverse to the Lenders; (D) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranty) if such release or limitation is in respect of a material portion of the value of the Guaranty to the Lenders; (E) release (i) any material portion of the Term Loan Priority Collateral in any transaction or series of related transactions or (viii) amend other than as expressly contemplated by Section 5.1(a)(ii), any material portion of the ABL Priority Collateral in any transaction or waive this Section 8.01 or any provision series of this Agreement that requires pro rata treatment related transactions; (F) subordinate the Liens of the Lenders; or (G) amend this Section 9.01, and provided further that (xii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Required Lenders and each Lender specified below for such amendment, waiver or consent: (A) increase the Commitments of a Lender without the consent of such Lender; (B) reduce or forgive the principal of, or stated rate of interest on, the Loans owed to a Lender or any LC Issuing Bank fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; (C) postpone any date scheduled for any payment of principal of, or interest on, the Loans pursuant to Section 2.03 or 2.05, any or any date fixed for any payment of fees hereunder, in each case, payable to a Lender without the consent of such Lender; (D) impose any restrictions on the rights of such Lender under Section 9.07 without the consent of such Lender; (E) change the order of any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.04(b) in any manner that materially adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding; (F) [reserved]; (G) change the order of application of proceeds of Collateral and other payments set forth in Article IV of the Intercreditor Agreement or Sections 5, 6, 7, 8 or 9 of the Agreement Among Lenders in a manner that materially adversely affects any Lender without the consent of such Lender; (H) otherwise amend or modify any of the Intercreditor Agreement, the Agreement Among Lenders or any Term Loan Collateral Document in a manner which disproportionately affects any Lender vis-à-vis any other Secured Party without the written consent of such Lender; or (I) amend or modify the provisions of Section 2.08(a)(i), Section 2.08(f) and Section 2.10 (including the definition of “Pro Rata Share”) in a manner that adversely affects any Lender without the consent of such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents. (b) Notwithstanding the other provisions of this Section 9.01, the Borrower, the Guarantors, the Term Loan Collateral Agent and the Administrative Agent may (but shall have no obligation to) amend or supplement the Loan Documents without the consent of any Lender: (i) to cure any ambiguity, defect or inconsistency; (ii) to make any change that would provide any additional rights or benefits to the Lenders or (iii) to make, complete or confirm any grant of Collateral permitted or required by this Agreement or any of the Term Loan Collateral Documents or any release of any Collateral that is otherwise permitted under the terms of this Agreement and the Term Loan Collateral Documents.

Amendments, Etc. Subject 69- (a) No notice or demand on the Borrower or the Agent or any Lender in any case shall entitle such person to Section 2.12(cany other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Agent or any Lender may have had notice or knowledge of such Default at the time. (b) Except as contemplated by Sections 2.08, 2.21, and Section 2.21(a)(i)2.22, no amendment or waiver of any provision of this AgreementAgreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that (x) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01, (ii) increase subject to the Commitment last paragraph of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)2.21, (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, including by amending the definition of “Required Lenders”, or (viiii) amend or waive this Section 8.01 and (y) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (i) increase or extend the Commitments of such Lender, (ii) reduce the principal of, or rate of interest on, the Advances or any provision fees or other amounts payable to such Lender hereunder, (iii) postpone any date fixed for any payment of this Agreement that requires principal of, or interest on, the Advances or any fees or other amounts payable to such Lender hereunder (including, but not limited to, the Termination Date) or the pro rata treatment application of repayments after acceleration of the LendersAdvances in accordance with Section 6.01 or (iv) change Section 2.05 or 2.15 in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby; and provided further provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and or any other Loan Document, (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentSwing Line Bank, each LC Issuing in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank under this Agreement, and the Required Lenders(z) no amendment, amend waiver or waive Section 2.21. Notwithstanding the foregoingconsent shall, any provision of this Agreement may be amended by an agreement unless in writing entered into and signed by the BorrowerIssuing Banks in addition to the Lenders required above to take such action, adversely affect the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the rights or obligations of each LC the Issuing Bank not consenting to the amendment provided for therein shall terminate (but Banks in their capacities as such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsthis Agreement.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i), (v) or (vvi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c(a) and Section 2.21(a)(i), no No amendment or waiver of any provision of this AgreementAgreement or any Note, nor and no consent to any departure by the any Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and or by the BorrowerCollateral Agent with the consent of the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverPROVIDED, thatHOWEVER, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, reduce the principal of, or interest on, the Loans or the Reimbursement Obligations payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Loans or Letter of Credit Obligations payable to any Lender, in each case without the written consent of any Lender affected thereby, (ii) increase the Total Commitment without the written consent of each Lender, (iii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes that is required for the Lenders or any of them to take any action hereunder, (iv) amend the definition of "Required Lenders" or "Pro Rata Share", (v) release all or a substantial portion of the Collateral (except in the case of any Disposition, if the Net Cash Proceeds of such Disposition are applied to the Loans pursuant to Section 2.05(c)(iv) and except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Lenders, or release any Borrower or any Guarantor, (vi) modify, waive, release or subordinate the super priority claim status of the Obligations (except as permitted in this Agreement and the Loan Documents), (vii) amend, modify or waive this Section 12.02 of this Agreement, or (vii) amend the definition of "Eligible Raw Materials Inventory", "Eligible Accounts Receivable" or "Borrowing Base", in each case, without the written consent of each Lender. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such actionan Agent, affect the rights or duties of the Administrative such Agent or such LC Issuing Bank, (but not in its capacity as the case may be, a Lender) under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i8.16(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, : (a) unless in writing and signed by each Lender directly affected thereby all the Lenders (other than, in the case of clause the following clauses (i) or through (v) belowiv), any Defaulting Lender), do any of the following: : (i) amend Section 3.01, 3.01 or 3.02 or 3.03 or waive any of the conditions specified therein, , (ii) increase the Commitment aggregate amount of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), , (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of the Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or or (viiv) amend or waive Section 2.19, this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; or (b) unless in writing and signed by each Lender that is directly affected thereby, do any of the following: (i) increase the amount or extend the termination date of such Lender’s Commitment, or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances of such Lender or any fees or other amounts payable to such Lender hereunder, or (iii) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances or any fees or other amounts payable to such Lender hereunder; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and Agreement, (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.218.16 and (z) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Lender and the Required Lenders adversely affect the rights or duties of the Swingline Lender under this Agreement; provided, this Agreement may be amended to adjust the borrowing mechanics related to Swingline Advances with only the written consent of the Administrative Agent, the Swingline Lender and the Borrower so long as the obligations of the Lenders, if any, who have not executed such amendment are not adversely affected thereby. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendmentamendment and (ii) at the time such amendment becomes effective, and such Non-Consenting each Lender or LC Issuing Bank shall have received not consenting thereto receives payment in full of the principal outstanding amount of and interest accrued on each Advance made by it or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters Letter of Credit funded pursuant to Section 2.04(e)issued by it and outstanding, together with all applicable accrued interest thereonas the case may be, accrued fees and all other amounts then payable owing to it hereunder or accrued for its account under this Agreement and under the other Loan Documentsis released from its obligations hereunder.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend waive, modify or eliminate any of the conditions specified in Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein3.03, (iib) increase the Commitment of any Lender or extend the Commitments (except pursuant of the Lenders or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, or rate of interest applicable tothe Advances, the outstanding Loans any Applicable Margin or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder, or (vif) amend or waive this Section 8.01 or (g) release any provision of this Agreement that requires pro rata treatment collateral for the obligations of the LendersBorrower hereunder; and provided further provided, further, that (x) no amendment, waiver or consent shallshall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent or any and the LC Issuing Bank Bank, as the case may be, in addition to the Lenders required above to take such action; and provided, affect further that this Agreement may be amended and restated without the rights or duties consent of any Lender, the Administrative Agent or such LC Issuing BankBank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing Bank or the Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and or the Required LendersAgent, amend or waive Section 2.21. Notwithstanding as the foregoing, any provision of this Agreement case may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documentsbe.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i)2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender or the Lenders, extend the Commitments (except pursuant of the Lenders or subject the Lenders to Section 2.06 or 2.07)any additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such LC Issuing Bankamendment and restatement, such Lender or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendment, waiver or consent shall, unless have any Commitment or other obligation hereunder and shall have been paid in writing and signed by full all amounts payable hereunder to such Lender or the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.

Amendments, Etc. Subject to Section 2.12(c) and Section 2.21(a)(i), no No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in all the case of clause (i) or (v) below, any Defaulting Lender)Lenders, do any of the following: (ia) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07)additional obligations, (iiic) reduce the principal of, or interest on, (or rate of interest applicable tointerest) on, the outstanding Loans Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any and the LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and (yrestated) no amendmentor have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, waiver such LC Issuing Bank or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Required Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, amend as required, have approved any such amendment or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders waiver (and the Administrative Agent if by definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of such agreement this proviso, will require the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness consent of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan DocumentsDefaulting Lender.