Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or reinstate the Commitments of the LendersLenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders which that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.11 2.05(c) or this Section 9.01, 2.16 or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the LC Issuing Lender Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other Loan Documentobligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. No Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any Affiliate fee payable to such Defaulting Lender hereunder, or alter the terms of a Lender shall have any voting rights under any Loan Document as a result this proviso, will require the consent of the existence of obligations owed to it under Hedge Contractssuch Defaulting Lender.

Amendments, Etc. No Subject to Section 2.19, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all Lenders (other than any Lender that is the LendersBorrower or an Affiliate thereof), do any of the following: (a) waive or amend any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders (other than pursuant to Section 2.17 or 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthe definition of Majority Lenders, (f) amend Section 2.11 or this Section 9.01, 8.01 or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person waive or amend Section 6.04(a), any provision regarding pro rata sharing or (j) release any Collateral securing otherwise relates to the Obligations, except for releases distribution of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)payments among Lenders; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement Agreement; (ii) no amendment, waiver or any other Loan Document. No Lender consent shall, unless in writing and signed by each LC Issuer, in addition to the Lenders required above to take such action, affect the rights or any Affiliate duties of a Lender such LC Issuer under this Agreement; and (iii) no amendment, waiver or consent shall have any voting rights under any Loan Document as a result amend, modify or waive Section 2.19 without the prior written consent of the existence of obligations owed to it under Hedge ContractsAdministrative Agent and each LC Issuer.

Amendments, Etc. No Subject to Section 8.16(a)(i), no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, shall (a) unless in writing and signed by all the LendersLenders (other than, in the case of the following clauses (i) through (iv), any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01therein, (bii) increase the Borrowing Base aggregate amount of the Commitments (except pursuant to Section 2.07), (iii) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or percentage of the Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (civ) amend or waive 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: (1) increase the amount or extend the termination date of such Lender’s Commitment, or subject such Lender to any additional obligations, (2) reduce the principal of, or interest on, or rate of interest applicable to, the Notes outstanding Advances of such Lender or any fees or other amounts payable hereunder to such Lender hereunder, or under any other Loan Document, (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes outstanding Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender hereunder; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any LC Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such LC Issuing LenderBank, 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 8.16. 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 Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such 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 (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal outstanding amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed amounts owing to it or accrued for its account under Hedge Contractsthis Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by or on behalf of the Majority 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by or on behalf of the Borrower and all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the place or the currency of the payments to be made on the Advances, (f) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by or on behalf of the Administrative Agent or the Issuing Lender Lead Arranger in addition to the Lenders Persons required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Lead Arranger under this Agreement or any other Loan DocumentNote. No Each Designating Lender may act on behalf of its Designated Lender with respect to any rights of its Designated Lender to grant or withhold any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of amendment, waiver or consent hereunder or with respect to the existence of obligations owed to it under Hedge ContractsNotes.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the such Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender (except that the approval of the Required Lenders shall be sufficient to waive Default Interest imposed in accordance with Section 2.07(b)) or under any (iii) other Loan Documentthan as provided in Section 2.19, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender, or extend (or permit the Maturity Date or extension of) the Commitment expiration date of any Letter of Credit to a date later than 10 Business Days prior to the Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note, (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or obligations of the existence Swing Line Banks in their capacities as such under this Agreement, and (z) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of obligations owed to it the Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of the conditions specified in Section 3.01them to take any action hereunder, (bii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except, in each case, to the extent contemplated in Section 2.18), (cv) reduce the principal of, or interest on, the Notes Notes, or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvi) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (vii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyprovided by Section 2.16; provided further that no amendment, (i) permit waiver or consent shall, unless in writing and signed by the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Swing Line Bank, or (j) release any Collateral securing each Issuing Bank, as the Obligationscase may be, except for releases in addition to the Lenders required above to take such action, affect the rights or obligations of Collateral sold the Swing Line Bank, or of the Issuing Banks, as permitted by the case may be, under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. (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 of all Lenders and that has been consented to by the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the 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 cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or 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 unreasonably withheld) (a “Replacement Lender”), provided that (i) as of such Consent 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, no Default or Event of Default shall have 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. No Lender or any Affiliate of a The Replacement Lender shall have any voting rights under any Loan Document as a result purchase such interests of the existence Non-Consenting Lender at par and shall assume the rights and obligations of obligations owed the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07, 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 Borrower given in accordance with this Section 9.01(b) it under Hedge Contractsshall promptly execute and 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 comprise a waiver of claims against any Non-Consenting Lender by the Borrower or the Administrative Agent or a waiver of any claims against the Borrower or the Administrative Agent by the Non-Consenting Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders (except pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes A Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes A Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(except pursuant to Section 2.16), (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the A Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, or under any other Loan Document, (f) amend Section 2.11 2.16, Section 2.18 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender 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, modification, termination or waiver of the Issuing principal amount of any B Advance or payments or prepayments by the Borrower 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 Granting Lender, as the case may be, under this Agreement all or any other Loan Document. No Lender or any Affiliate part of a Lender shall have any voting rights under any Loan Document as a result whose outstanding Loans is being funded by an SPC at the time of the existence of obligations owed to it under Hedge Contractssuch amendment.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17), (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, any of the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release any Collateral securing extend the Obligations, Termination Date in respect of either Facility (except for releases of Collateral sold as permitted provided by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.16); provided further that (A) no amendment, waiver or consent shall, unless in writing and providedsigned by the Swing Line Bank or each Issuing Bank, furtheras the case may be, that in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, 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 of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the 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 cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or 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 unreasonably withheld) (a “Replacement Lender”), provided that (i) as of such Consent 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, no Default or Event of Default shall have 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 and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section. If such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other Loan Document. No documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (i) the date on which the Replacement Lender or any Affiliate of a executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this Section 9.01(b), then such Non-Consenting Lender shall be deemed to have any voting rights under any Loan Document executed and delivered such Assignment and Acceptance and/or such other documentation as a result of such date and the existence Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of obligations owed to it under Hedge Contractssuch assigning Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02 without the written consent of each Lender, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations without the written consent of each affected Lender, (c) reduce the principal of, or interest on, the Notes Advances or any the fees or other amounts payable hereunder or under any other Loan Documentwithout the written consent of each affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20 or 2.22) or any fees or other amounts payable hereunder or extend fee without the Maturity Date or the Commitment Termination Datewritten consent of each affected Lender, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder without the written consent of each Lender or under any other Loan Document, (f) amend Section 2.11 or this Section 9.018.01 or Section 2.21(a)(ii) without the written consent of each Lender (it being understood that, (g) amend the definition for purposes of this proviso, “Majority Lenders,Lender” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit shall not include the Borrower or any Subsidiary to enter into of its Affiliates, if a Lender, at the time of any merger such amendment, waiver or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bconsent); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Designated Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (except for waivers or consents by any Lender) each of the BorrowerLoan 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01the definition of "Committed Currencies" to add any additional currency, (g) amend reduce or limit the definition obligations of “Majority Lenders,” the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor's liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive increase the Commitments of any of the conditions specified in Section 3.01Banks or subject any of the Banks to any additional obligations, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend hereunder, (d) take action which requires the Maturity Date or signing of all the Commitment Termination DateBanks pursuant to the terms of this Agreement, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement or under any other Loan Credit Document, (f) amend Section 2.11 release the Guarantor or this Section 9.01, otherwise change any obligation of the Guarantor to pay any amount payable by the Guarantor hereunder or (g) amend this Section 10.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the definition Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of “Majority Lenders,” (h) release any Guarantor from its obligations the Administrative Agent under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Credit Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Guarantor in addition to the Lenders any other party required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights Guarantor under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsCredit Document.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (except for waivers or consents by any Lender) each of the BorrowerLoan 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or change the definition of “Required Lenders”, (iii) reduce or limit the obligations of the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor’s liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (iv) amend this Section 9.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby, do any of the following: (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (diii) other than as provided in Section 2.21, extend the Commitments of the Lenders or postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (giv) amend the definition of “Majority Lenders,Committed Currencies” to add any additional currency, and provided further that (hx) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified in Section 3.01Banks, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder hereunder, (d) amend Section 2.16 or extend the Maturity Date or the Commitment Termination Datethis Section 9.1, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty the Guaranty, other than as a result the release of a transaction permitted herebyany Guarantor's obligations under the Guaranty in accordance with Section 6.8, (if) permit release any Lien in favor of the Agent for the benefit of the Banks on Property of the Borrower or any Subsidiary to enter into any merger Guarantors, except as contemplated by the Security Agreements or consolidation with or into any other Person or amend as provided in Section 6.04(a2.17(e) and (f), or (jg) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)"Majority Banks"; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, any Co-Documentation Agent or the any Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent, such Co-Documentation Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender , and (ii) no waiver or consent to departure from any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconditions specified in Section 3.1 or 3.2 shall be effective unless in writing and signed by the Majority Banks and the Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBorrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders and the Borrowers, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (dc) postpone any date fixed for any scheduled payment or prepayment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ed) change the percentage number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Credit Document, (fe) amend Section 2.11 2.12 or this Section 9.0110.01, (g) amend the definition of “Majority Lenders,” (hf) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyits Guaranty, (ig) permit the Borrower release all or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)substantial portion of the Collateral, or (jh) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)"Majority Lenders"; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank, as applicable, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may beapplicable, under this Agreement or any other Loan Document. No Lender or Credit Document and (iii) no waiver of any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconditions specified in Article III shall be effective against any Lender not executing such waiver.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which Borrower is a party, nor any consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Majority Required Lenders and the Borrower, 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 no amendment, waiver, or consent shall, unless in writing and signed by all of the LendersLenders and Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documentto the Lenders, (dbut not the Administrative Agent) hereunder; (c) alter the allocation among Lenders of, or postpone any date fixed for any payment or prepayment (whether or not mandatory) of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend to the Maturity Date Administrative Agent or the Commitment Termination Date, Lenders hereunder; (ed) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (e) change any provision contained in this Section 13.9; or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any material Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing material portion of the ObligationsCollateral, except for releases of Collateral sold as permitted by in accordance with the relevant Loan Document. Notwithstanding anything to the contrary contained in this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedSection, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to Article XII without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No Except as otherwise contemplated by Section 8.07 and the Subsidiary Guaranty, no amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Subsidiary Guaranty, consented to) by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender, except for clause (v) hereof), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders of any of them to take any action hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty issued by it or release such Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties, (iv) amend Section 2.13, or (v) amend this Section 8.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under the Revolving Credit Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Borrowing Base or the Commitments of the Lenderssuch Lender (including any increase pursuant to Section 2.18), (cii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateto such Lender, (eiv) change the percentage order of Lenders which shall be required for the Lenders or application of any of them to take prepayment set forth in Section 2.06 in any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)manner that materially affects such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Lender Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.01(b) of this Agreement without the written consent of each Bank; (bii) increase the Borrowing Base Commitment of any Bank or subject any Bank to any additional obligations without the Commitments written consent of the Lenders, such Bank; (ciii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder hereunder, without the written consent of each Bank to whom such amount is payable; provided, however, that only the consent of the Required Banks shall be necessary to amend the default rate of interest payable pursuant to Section 2.07(a), Section 2.07(b) or under Section 2.07(c) hereof or to waive any other Loan Documentobligation of the Borrower to pay interest or Letter of Credit Fees at the default rate specified in Section 2.04 or Section 2.07(c), as applicable; (div) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend without the Maturity Date or the Commitment Termination Date, written consent of each Bank to whom such amount is payable; (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (gv) amend the definition of “Majority Lenders,Required Banks” without the written consent of each Bank; (hvi) amend Section 2.15 in a manner that would alter the pro rata sharing of the payments required thereby or this Section 8.01 of this Agreement without the written consent of each Bank; or (vii) except as provided in Section 8.01(b) and to the extent the release of any Subsidiary Guarantor from its obligations under any Guaranty other than as a result of a transaction the Guarantee is permitted hereby, pursuant to Section 7.09 (i) permit in which in each such case such release may be made by the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(aAdministrative Agent acting alone), release all or (j) release any Collateral securing substantially all of the Obligations, except for releases value of Collateral sold as permitted by this Agreement and except for releases the Guarantee without the written consent of Collateral as permitted under Section 8.08(b)each Bank; and provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any of the Notes and (y) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Banks required above to take such action, affect the rights or obligations of the Issuing Banks under this Agreement. (b) Notwithstanding the foregoing, any guarantee of a Subsidiary Guarantor under the Guarantee shall be terminated from time to time as necessary to effect the sale, merger or consolidation of any Subsidiary Guarantor permitted by this Agreement and the Administrative Agent shall execute and deliver all release and termination documents reasonably requested in connection therewith. (c) Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Lender, to the fullest extent permitted by applicable law, the Commitment and the outstanding Revolving Credit Advances or other Loan Document. No extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Banks or all of the Banks, as required, have approved any amendment or waiver hereunder (and the definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase 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 Affiliate fee payable to such Defaulting Lender hereunder, alter the payment application provisions of Section 2.21(b) in a manner adverse to such Defaulting Lender shall have any voting rights under any Loan Document as a result or alter the terms of this proviso, will require the existence consent of obligations owed to it under Hedge Contractssuch Defaulting Lender.

Amendments, Etc. No Except as otherwise contemplated by Section 8.07 and the Subsidiary Guaranty, no amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Subsidiary Guaranty, consented to) by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender, except for clause (v) hereof), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the initial Borrowing, Section 3.02, (bii) increase change the Borrowing Base number of Lenders or the Commitments percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders of any of them to take any action hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty issued by it or release such Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor’s liability with respect to the Obligations owing to the Administrative Agent and the Lenders, (civ) amend Section 2.13, (v) amend this Section 8.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eiv) change the percentage order of Lenders which shall be required for application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders or any of them required above to take any action hereunder such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No Subject to Section 8.16(a)(i), no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, shall (a) unless in writing and signed by all the LendersLenders (other than, in the case of the following clauses (i) through (iv), any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01therein, (bii) increase the Borrowing Base aggregate amount of the Commitments (except pursuant to Section 2.07), (iii) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or percentage of the Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (civ) amend or waive 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: (1) increase the amount or extend the termination date of such Lender’s Commitment, or subject such Lender to any additional obligations, (2) reduce the principal of, or interest on, or rate of interest applicable to, the Notes outstanding Advances of such Lender or any fees or other amounts payable hereunder to such Lender hereunder, or under any other Loan Document, (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes outstanding Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender hereunder; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Swingline Bank or the any LC Issuing Lender 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 the such LC Issuing LenderBank, 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 Bank, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. 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 Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such 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 (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal outstanding amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed amounts owing to it or accrued for its account under Hedge Contractsthis Agreement and is released from its obligations hereunder.

Amendments, Etc. (a) No amendment amendment, waiver or waiver other modification of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Credit Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders directly affected thereby do any of the following: (ai) waive any of the conditions specified in Section 3.01Sections 5.01 or 5.03, (bii) increase the Borrowing Base Commitments or other contractual obligations to the Commitments of the LendersBorrower or L/C Account Parties under this Agreement, (ciii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of principal of, or interest on, the Notes or any fees or other amounts payable hereunder respecting any Letters of Credit or extend the Stated Maturity Date or the Commitment Termination Date, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder, (vi) [Intentionally omitted], (vii) release any Collateral which constitutes Borrowing Base Assets (other than, in each case, as specifically permitted or under any other Loan contemplated in this Agreement or the applicable Security Document, (f) amend Section 2.11 or this Section 9.01including in connection with any permitted sale of assets), (g) amend the definition of “Majority Lenders,” (hviii) release any Guarantor from its obligations under any Guaranty Agreement (other than as a result specifically permitted or contemplated in this Agreement or the applicable Security Document, including in connection with any permitted sale of a transaction permitted herebythe capital stock or ownership interests of such Guarantor), (ix) modify the definitions of the term “Domestic Borrowing Base” (or any defined term used therein), except to the extent expressly stated therein, (x) amend this Section 11.02, Section 11.06 or the final paragraph (including all subparagraphs thereof) of Section 9.17(d), or (xi) amend the definition of the term Payment Office. Notwithstanding the foregoing, (i) permit no amendment, waiver or consent shall, unless in writing and signed by the Borrower Domestic Agent or any Subsidiary the Collateral Agent, as the case may be, in addition to enter into any merger the Lenders required hereinabove to take such action, affect the rights or consolidation with duties of the Domestic Agent or into the Collateral Agent, as the case may be, under this Agreement, or under any other Person Credit Document, (ii) no amendment, waiver or amend Section 6.04(a)consent to the provisions of Article II-A shall be made without the written consent the L/C Issuers, or and (jiii) the Collateral Agent shall not need the consent of any Lenders to release any Collateral, if the release of such Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)is otherwise expressly contemplated herein; and provided, further, provided that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to all the Lenders required above to take such action, affect do the rights following: release all or duties substantially all of the Administrative Agent Collateral or the Issuing Lenderrelease any Security Document (other than, in each case, as the case may be, under specifically permitted or contemplated in this Agreement or the applicable Security Document, including in connection with any permitted sale of assets). (b) Notwithstanding anything to the contrary contained herein, each of the Lenders and the Credit Parties hereby authorizes the Domestic Agent to execute such limited amendments, supplements or other modifications in connection with this Agreement and the other Credit Documents on behalf of the Lenders and the Credit Parties, deemed reasonably necessary or appropriate by the Domestic Agent to cure any ambiguity contained herein or therein or to correct or supplement any provision herein or therein which may be inconsistent with any other Loan Document. No provision herein or therein or to correct any printing, stenographic or clerical error or omissions herein or therein in order that this Agreement and the other Credit Documents shall accurately reflect the agreement among the parties hereto and thereto; provided that no amendment, supplement or modification to any Credit Document shall be made pursuant to this Section 11.02(b) unless the Domestic Agent shall have reasonably determined that such amendment, supplement or modification will not alter or waive in any material respect the duties and obligations of the parties hereto or thereto. (c) Notwithstanding anything to the contrary contained herein, this Agreement may be amended or amended and restated without the consent of any Lender (but with the consent of the Credit Parties and the Domestic Agent) if (i) after giving effect to such amendment or any Affiliate of a amendment and restatement, (A) such Lender shall have any voting rights no Commitment or other commitments or obligations hereunder or under any Loan other Credit Document as a result of (other than inchoate obligations for indemnification and similar obligations for which no claim has been made) and (B) such Lender will no longer be party to this Agreement and (ii) at the existence of obligations owed time such amendment or amendment and restatement becomes effective, all amounts owing to such Lender (whether principal, interest, or other amounts owing to it or accrued for its account under Hedge Contractsthis Agreement) shall be paid in full in cash; provided, however, that such Lender shall continue to be entitled to the benefits of Sections 2A.05, 2A.06, 2A.08, 4.07, 4.10, 4.12, 4.16, 4.17, 11.04, 11.06, and 11.10.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: following at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified Lenders required to take any action under this Agreement or any other Loan Document, (ii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) release all or substantially all of the Collateral (other than pursuant to Section 5.02(e) or 9.11) or permit the Loan Parties to encumber the Collateral, except as expressly permitted in the Loan Documents prior to giving effect to such amendment, (iv) amend this Section 3.01, 9.01, (bv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Document, thereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, or (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of a transaction permitted herebythe Swing Line Bank or of the Issuing Banks, (i) permit as the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)case may be, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Collateral Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderCollateral Agent, as the case may be, under this Agreement or any the other Loan Document. No Documents. (b) In the event that (1) any Lender shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders or (2) any Affiliate of Lender Party makes a demand for payment pursuant to Section 2.10(a) or (b) or (3) any Loan Party is required to pay additional amounts to a Lender Party pursuant to Section 2.12(a) or (b) or (c) or (4) any Lender fails to make any Advance to be made by it as part of any Borrowing on a date when the other Lenders make their Advances as contemplated under this Agreement (any such Lender, a “Potential Assignor Lender”), then the Borrower shall have any voting the right, upon written demand to such Potential Assignor Lender and the 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 or the first date on which the Lender Party made a demand for payment or failed to make the Advance (a “Potential Assignment Event Date”), to cause such Potential Assignor Lender to assign its rights and obligations under any Loan Document this Agreement at par (including, without limitation, its Commitment or 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 unreasonably withheld) (a “Replacement Lender”), provided that (i) as a result of such Potential Assignment Event Date, no Default or Event of Default shall have occurred and be continuing, and (ii) with respect to clause (1) above only, as of the existence date of the Borrower’s written demand to replace such Potential Assignor Lender, no Default or Event of Default shall have 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 Potential Assignor Lender and shall assume the rights and obligations owed of the Potential Assignor Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. Any Lender that becomes a Potential Assignor Lender agrees that, upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it under Hedge Contractsshall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: following at any time: (ai) waive any of the conditions specified in Article IX or, in the case of the initial Borrowing, Article VIII; (ii) change the definition of Required Secured Creditors (or, without the vote of the Required Lenders only, change the definition of Required Lenders); (iii) release any Collateral, other than as contemplated by the Loan Documents or release the Parent Guaranty, the Subsidiary Guaranty, the OHI Guaranty or the OIT Guaranty; (iv) amend this Section 3.01, 12.1; (bv) amend or waive any mandatory prepayment provisions; (vi) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cvii) reduce the principal of, or interest on, the Loans or the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; or (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; and (eb) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend hereunder; (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend Section 2.11 or this Section 9.019.01 or (iv) other than in accordance with Section 6.01(d), (g) amend the definition release either Borrower from all of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base”; (d) unless in writing and signed by the Agent or and the Issuing Lender Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or and the Issuing LenderCo-Collateral Agents, as the case may beapplicable, under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of a Section 2.03 or 2.04; or (f) unless in writing and signed by each Issuing Lender shall have (in addition to the Lenders required above to take such action), amend, modify or waive any voting rights under any Loan Document as a result provision of the existence of obligations owed to it under Hedge ContractsArticle III.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor and no consent to any departure by the Borrower or any Subsidiary Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks and the BorrowerCompany and acknowledged by the Agent, 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 no such amendment, waiver, waiver or consent shall, unless in writing and signed by all each of the LendersBanks directly affected thereby and by the Company, and acknowledged by the Agent, do any of the following: : (a) waive extend or increase the Commitment of any of the conditions specified in Bank (or reinstate any Commitment terminated pursuant to Section 3.01, 8.02); (b) increase postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Borrowing Base Banks (or the Commitments any of the Lenders, them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) of the Notes or proviso below) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial covenant to the extent used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan; provided, however, that only the consent of the Majority Banks shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Company to pay interest at the Default Rate; (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Loans which shall be is required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Document, hereunder; or (fe) amend this Section, or Section 2.11 2.13, or this Section 9.01any provision herein providing for consent or other action by all the Banks; and; provided further, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, that (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such actionMajority Banks or each directly-affected Bank, as the case may be, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. No Lender or Notwithstanding anything to the contrary herein, any Affiliate Bank that has failed to fund any portion of a Lender the Commitment on any Borrowing Date, shall not have any voting rights under right to approve or disapprove any Loan Document as a result amendment, waiver or consent hereunder, except that the Pro Rata Share of such Bank may not be increased without the existence consent of obligations owed to it under Hedge Contractssuch Bank.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Borrower or any of its Affiliates, if a Lender, at the time of any such amendment, waiver or consent), do any of the following: (a) waive any of the conditions specified in Section 3.014.01 or 4.02, (b) increase the Borrowing Base or the Commitments of the LendersLenders (other than as provided in Section 2.19) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any reimbursement obligation in respect of any Letters of Credit or the fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20), any reimbursement obligation in respect of any Letters of Credit or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datefee, (e) change the percentage of Lenders the Commitments, LC Commitments or of the aggregate unpaid principal amount of Advances or Letter of Credit Liability, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or each Issuing Bank, as the Issuing Lender case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may berespectively, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of the conditions specified in Section 3.01them to take any action hereunder, (bii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cv) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvi) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (vii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of a transaction permitted herebythe Swing Line Bank or of the Issuing Banks, (i) permit as the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)case may be, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes A Notes, any Applicable Margin or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the A Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the A Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Lenders making or maintaining such B Advances, do any of the following: (a) waive, modify or eliminate any of the conditions to any B Advance specified in Section 3.03, (b) reduce the principal of, or interest on, any B Note or other amounts payable in respect thereof, (c) postpone any date fixed for any payment of principal of, or interest on, any B Note or any other amounts payable in respect thereof; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than of the Fee Letter)Other Agreements, nor consent to any departure by the Borrower or any Subsidiary Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders, or if Lenders shall not be parties thereto, by the Majority Lenders parties thereto and the Borrowerconsented to by Requisite Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (i) increase the Revolving Loan Commitments of Lenders or subject Lenders to any additional obligations to extend credit to Borrower, other than in connection with the increase of the Maximum Revolving Loan Limit in accordance with Section 2(a) hereof, (ii) reduce the principal of, or interest on, the Loans (other than as expressly permitted herein) or any fees hereunder, (iii) postpone any date fixed for any scheduled payment in respect of principal (excluding mandatory prepayments) of, or interest on, the Loans or any fees hereunder, including any extension of the maturity date of the Liabilities, (iv) change the Pro Rata Shares of Lenders, other than in connection with the increase of the Maximum Revolving Loan Limit in accordance with Section 2(a) hereof, or any minimum requirement necessary for Lenders or Requisite Lenders to take any action hereunder, (v) amend or waive this Section 21, or change the definition of Requisite Lenders, (vi) increase by more than 5% the advance rates set forth in subsection 2(a) hereof or (vii) except in connection with the financing, refinancing, sale or other disposition of any asset of Borrower permitted under this Agreement (or to the extent Requisite Lender approval only is required with any such release pursuant to subsection 19(j) hereof), release or subordinate any liens in favor of Administrative Agent, for the benefit of Administrative Agent and Lenders, on any of the Collateral and provided further, that no amendment, waiver or the Issuing Lender in addition to the Lenders required above to take such action, affect consent affecting the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentOther Agreement shall in any event be effective, unless in writing and signed by Administrative Agent in addition to Lenders required hereinabove to take such action. No Notwithstanding any of the foregoing to the contrary, (a) for purposes of voting or consenting to matters with respect to this Agreement and the Other Agreements, a Defaulting Lender or any Affiliate of shall not be considered a Lender and such Defaulting Lender’s Revolving Loan Commitment shall have each be deemed to be $0 until such Defaulting Lender makes the payments required in this Agreement and (b) the consent of Borrower shall not be required for any voting rights under any Loan Document as a result amendment, modification or waiver of the existence provisions of this Section 21. In the event that any consent, waiver or amendment requiring the agreement of all Lenders as set forth above is agreed to by the Requisite Lenders, but not all Lenders, Administrative Agent may, in its sole discretion, cause any non-consenting Lender to assign its rights and obligations owed under this Agreement and the Other Agreements to it under Hedge Contractsone or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 20 of this Agreement; provided, that (i) no Lender may be required to assign its rights and obligations to a new Lender because such lender is unwilling to increase its own loan commitments, (ii) such new Lender must be willing to consent to the proposed amendment, waiver or consent and (iii) in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Liabilities owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and an unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Administrative Agent to such non-consenting Lender of Administrative Agent’s intent to cause such non-consenting Lender to assign its interests hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the Commitments percentage of the aggregate unpaid principal amount of the Loans, (iii) reduce or limit the obligations of any Guarantor or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Lenders, (civ) release any material portion of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any material portion of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Lenders under the Loan Documents, (v) amend this Section 8.01, (vi) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvii) postpone any date fixed scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.06 or any date fixed for payment of fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release limit the liability of any Collateral securing Loan Party under any of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Loan Documents; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower Kraft Foods Global or any Subsidiary Kraft Foods therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the BorrowerKraft Foods Global, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders (including Defaulting Lenders) affected thereby and Kraft Foods Global, do any of the following: (a) waive any of the conditions specified in Sections 3.01 and 3.02 (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 3.013.01 or 3.02 unless the amendment or waiver so provides), (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Notes Pro Rata Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Pro Rata Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01release Kraft Foods Global or, except as provided in Article VIII, Kraft Foods from any of its obligations under Article VIII, (g) amend change Section 2.16 in a manner that would alter the definition pro rata sharing of “Majority payments required thereby (other than to extend the Termination Date applicable to the Advances and Commitments of consenting Lenders and to compensate such Lenders for consenting to such extension; provided that (i) no amendment permitted by this parenthetical shall reduce the amount of or defer any payment of principal, interest or fees to non-extending Lenders or otherwise adversely affect the rights of non-extending Lenders under this Agreement and (ii) the opportunity to agree to such extension and receive such compensation shall be offered on equal terms to all the Lenders,” ) or (h) release amend this Section 9.01; provided further that no waiver of the conditions specified in Section 3.03 in connection with any Guarantor from its obligations under any Guaranty other than Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as a result part of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Competitive Bid Borrowing; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement and (y) no amendment, waiver or any other Loan Document. No Lender consent shall, unless in writing and signed by Kraft Foods in addition to the Lenders required above to take such action, affect the rights or any Affiliate obligations of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsKraft Foods hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower Company or any Subsidiary other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders (other than in accordance with Section 2.19 or Section 2.20) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(other than in accordance with Section 2.20), (e) change the percentage of Lenders which the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 release or this Section 9.01otherwise limit the Company's liability with respect to its obligations under Article VII, (g) amend contractually subordinate the definition of “Majority Lenders,” Obligations hereunder to any other indebtedness or other obligation or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, amend this Section 9.01; and provided further that (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note, (ii) no amendment, waiver or consent shall, unless in writing and signed by each of the Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of any Affiliate of a the Issuing Banks in their capacities as such under this Agreement; (iii) no Defaulting Lender shall have any voting rights under right to approve or disapprove any Loan Document as a result 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 existence applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of obligations any Defaulting Lender may not be increased or extended, nor amounts owed to it under Hedge Contractssuch Defaulting Lender reduced, or the final maturity thereof extended, without the consent of such Defaulting Lender, and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (iv) this Agreement may be amended with the written consent of the Agent, each Issuing Bank, the Company and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” or Section 2.03 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 2.03; (v) in order to implement any Commitment Increase pursuant to Section 2.19, this Agreement may be amended for such purpose (but solely to the extent necessary to implement such increase and otherwise in accordance with Section 2.19) by the Company, the Agent and the Lenders providing such increase; (vi) in order to implement any extension approved pursuant to Section 2.20, this Agreement and any Notes may be amended for such purpose (but solely to the extent necessary to implement such extension and otherwise in accordance with Section 2.20) by the Company and the Agent; (vii) this Agreement may be amended by the Company, the applicable Designated Subsidiary and the Agent to add such provisions as are deemed necessary, in the sole discretion of the Agent, to facilitate the addition of any Designated Subsidiary designated pursuant to Section 9.09; (viii)(A) each L/C Issuing Bank’s Letter of Credit Commitment may be amended from time to time by the Company, the Agent and such Issuing Bank, and (B) with respect to any Lender that becomes an Issuing Bank pursuant to this Agreement, this Agreement may be amended by the Company, the Agent and such Issuing Bank to add the Letter of Credit Commitment of such Issuing Bank; and (ix) if the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any Note (including the schedules and exhibits thereto), then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthan as provided by Section 2.16, (fix) amend Section 2.11 or this Section 9.01, (g) amend modify the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Pro Rata Share, or (jx) release modify Section 2.11(f) or any Collateral securing provisions requiring payment to be made for the Obligationsratable account of the Lenders; provided further that no amendment, except for releases 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 Collateral sold as permitted by any Issuing Bank under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further still that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. (b) In the event that any Lender (a “Non-Consenting Lender”) shall fail to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the 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 cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to a Replacement Lender, provided that (i) as of such Consent Request Date, no Default or Event of Default shall have occurred and be continuing, (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have 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 and (iii) the replacement of any Non-Consenting Lender shall be consummated in accordance with and subject to the provisions of Section 2.20. No The Replacement Lender shall purchase such interests of the Non-Consenting Lender and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. (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 or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required 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 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 Affiliate fee payable to such Defaulting Lender hereunder, or alter the terms of a Lender shall have any voting rights under any Loan Document as a result this proviso, will require the consent of the existence of obligations owed to it under Hedge Contractssuch Defaulting Lender.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: following at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified Lenders required to take any action under this Agreement or any other Loan Document, (ii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber any Borrowing Base Asset, except as expressly permitted in the Loan Documents prior to giving effect to such amendment, (iv) amend this Section 3.01, 9.01, (bv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Document, thereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, or (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of a transaction permitted herebythe Swing Line Bank or of the Issuing Banks, (i) permit as the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)case may be, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Documents. (b) In the event that (1) any Lender shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders or (2) any Affiliate of Lender Party makes a demand for payment pursuant to Section 2.10(a) or (b) or (3) any Loan Party is required to pay additional amounts to a Lender Party pursuant to Section 2.12(a) or (b) or (c) or (4) any Lender fails to make any Advance to be made by it as part of any Borrowing on a date when the other Lenders make their Advances as contemplated under this Agreement (any such Lender, a “Potential Assignor Lender”), then the Borrower shall have any voting the right, upon written demand to such Potential Assignor Lender and the 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 or the first date on which the Lender Party made a demand for payment or failed to make the Advance (a “Potential Assignment Event Date”), to cause such Potential Assignor Lender to assign its rights and obligations under any Loan Document this Agreement at par (including, without limitation, its Commitment or 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 unreasonably withheld) (a “Replacement Lender”), provided that (i) as a result of such Potential Assignment Event Date, no Default or Event of Default shall have occurred and be continuing, and (ii) with respect to clause (1) above only, as of the existence date of obligations owed the Borrower’s written demand to it under Hedge Contracts.replace such Potential Assignor Lender, no Default or Event of Default shall have 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

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrowerand, 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders do any of the following: following at any time: (ai) waive any of the conditions specified in Article IX or, in the case of the initial Advance, Article VIII; (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (iii) release any Collateral, other than as contemplated by the Loan Documents; (iv) permit the creation, incurrence, assumption or existence of any Lien on any item of Collateral to secure any obligations other than obligations owing to the Lenders, the Collateral Agent and the Administrative Agent under the Loan Documents and other than Indebtedness owing to any other Person; (v) amend this Section 3.01, 12.01; (bvi) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cvii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; or (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (eb) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender ; (c) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above to take such action, adversely affect the rights or duties of the Collateral Agent under this Agreement or any Affiliate other Loan Document; and (d) no amendment, waiver or consent with respect to Section 2.09 (Use of Proceeds) or the definition of either "Facility A Borrowing Base" or "Facility B Borrowing Base" shall be effective without the prior written consent of Nortel whether or not Nortel is a Lender shall have any voting rights under any Loan Document as a result at the time of the existence of obligations owed to it under Hedge Contractssuch proposed amendment, waiver or consent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority 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 (a) no amendment, waiverwaiver or consent shall, unless in writing and signed by the Requisite Lenders, waive any of the conditions specified in Section 3.01 or 3.02, (b) no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (ei) change the number of Lenders or the percentage of Lenders which (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (ii) reduce or limit the obligations of the Guarantors under Section 6.01 or, except as expressly permitted under the Subsidiary Guaranty, Section 1 of the Subsidiary Guaranty or otherwise limit the Guarantors' liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, except as expressly permitted therein, (iii) except as expressly permitted hereunder or under the Collateral Documents, release any other Loan Documentmaterial portion of the Collateral in any transaction or series of related transactions, or (fiv) amend Section 2.11 or this Section 9.019.01 and (c) no amendment, (g) amend waiver or consent shall, unless in writing and signed by the definition of “Majority Lenders,” (h) release any Guarantor from its obligations Required Lenders and each Lender that has a Commitment under any Guaranty other than as a result of a transaction permitted herebythe Term Facility or Revolving Credit Facility if affected by such amendment, waiver or consent, (i) permit increase the Borrower Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any Subsidiary fees or other amounts payable hereunder to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)such Lender, or (jiii) release postpone any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted date fixed under Section 8.08(b)2.04 for any payment of principal of or fixed under Section 2.06 or 2.07 for any payment of any interest on, the Notes held by such Lender or fixed under Section 2.08 for payment of any fees payable hereunder to such Lender; provided further that 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; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to (in writing) by the Majority Required Lenders and and, in the case of amendments, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed or consented to (in writing) by all of the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, Article 4; (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (c) release any Collateral, except in accordance with the terms of the Credit Documents; (d) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (de) postpone any date fixed for any (i) payment of principal of, or interest on, the Notes Advances, (ii) reimbursement of drawings under Letters of Credit or any (iii) payment of fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ef) change the percentage of Lenders which shall be the Commitments or of the Obligations outstanding, or the number of Lenders, required for the Lenders or any of them to take any action hereunder hereunder; or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.1; and further provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this AgreementAgreement may be amended or modified only by an instrument in writing signed by each of the Borrower, the NotesAdministrative Agent, the Collateral Agent and the Majority Lenders, or any other Loan Document (other than the Fee Letter), nor consent to any departure by each of the Borrower or and the Collateral Agent and the Administrative Agent acting with the consent of the Majority Lenders, and any Subsidiary therefrom, shall in any event provision of this Agreement may be effective unless the same shall be in writing and signed waived by the Majority Lenders and or by the Borrower, and then such waiver or Administrative Agent acting with the consent shall be effective only in of the specific instance and for the specific purpose for which givenMajority Lenders; provided, however, that provided that: (a) no amendment, waiver, modification or consent waiver shall, unless in writing and 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, do or extend the time or waive any requirement for the reduction or termination, of the following: Commitments; (aii) 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 Borrower to prepay Loans; (vi) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied among the Lenders or Types or Classes of Loans; (vii) alter the terms of this Section 11.04; (viii) amend the definition of the term "Majority 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; (ix) waive any of the conditions specified precedent set out in Section 3.01, 6.01; or (x) release all or any material portion of the Collateral; and (b) increase the Borrowing Base or the Commitments of the Lendersany amendment, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendmentmodification, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect supplement of the rights or duties of either Agent hereunder shall require the Administrative Agent consent of such Agent. Anything in this Agreement to the contrary notwithstanding, if at any time when the conditions precedent set out in Article VI to any extension of credit hereunder are, in the opinion of the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such extension of credit, then, for so long as such failure shall continue, such Lender shall (unless the Majority Lenders, determined as if such Lender were not a "Lender" hereunder, shall otherwise consent in writing) be deemed for all purposes relating to amendments, modifications, waivers or the Issuing Lender, as the case may be, consents under this Agreement or any other Financing Document (including under this Section 11.04 and under Section 10.09) to have no Loans or Commitments, shall not be treated as a "Lender" hereunder when performing the computation of Majority Lenders, and shall have no rights under the preceding paragraph of this Section 11.04. Anything in this Agreement to the contrary notwithstanding, no waiver or modification of any provision of this Agreement that has the effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Loan Document. No Lender of any Class shall be effective against the Lenders making Loans of such Class for purposes of the Commitments of such Class unless the Majority Lenders making Loans of such Class shall have concurred with such waiver or modification, and no waiver or modification of any provision of this Agreement or any Affiliate other Financing Document that could reasonably be expected to adversely affect the Lenders making Loans of any Class in a Lender manner that does not affect all Classes equally shall be effective against the Lenders making Loans of such Class unless the Majority Lenders making Loans of such Class shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconcurred with such waiver or modification.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend hereunder; (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend Section 2.11 or this Section 9.01, (giv) amend Section 7.01(g) or waive any provision of Section 7.01(g) or any change of control resulting therefrom, (v) modify the definition of “Majority Lenders,” Permitted Overadvance if the amount of the Overadvance permitted thereunder would be increased or (hvi) other than in accordance with Section 6.01(d), release any Guarantor the Borrower from all of its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base”; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any reserves, (d) unless in writing and signed by the Issuing Lender Agent and the Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Co-Collateral Agents under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of a Lender shall have Section 2.03 or 2.04; or (f) unless in writing and signed by the L/C Issuing Bank (in addition to the Lenders required above to take such action), amend, modify or waive any voting rights under any Loan Document as a result provision of the existence of obligations owed to it under Hedge ContractsArticle III.”

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document Credit Documents (other than the Fee LetterRate Protection Agreements), nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by the Borrower and all the Lenders, Lenders do any of the following: (ai) waive any of the conditions specified in Section 3.014.01, (bii) increase the Borrowing Base Commitments or other contractual obligations to the Commitments of the LendersBorrower under this Agreement, (ciii) reduce the principal amount of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of the principal amount of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) agree to release any Guarantor Credit Party from its obligations under any the Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower Agreement or any Subsidiary to enter into any merger of the Security Documents or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligationswith respect to a Credit Party, except for releases (x) in connection with an Asset Sale permitted pursuant to Section 7.04(a), (b), (c), (d) or (e) above where no consent of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders shall be required above for such release, (y) in connection with the incurrence of Indebtedness permitted pursuant to take such actionSections 7.01(h) and 7.02(f), affect where the rights or duties consent of the Administrative Agent Super-Majority Lenders shall be required, (vii) modify the definition of "Required Lenders" or the Issuing Lender, as the case may be, under "Super-Majority Lenders" or (viii) modify this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsSection 10.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBanks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (ai) waive or modify any of the conditions specified in Section 3.01Article IV, (bii) increase the Borrowing Base or the Commitments of the LendersBanks or subject the Banks to any additional obligations, (ciii) reduce the principal of, or interest on, the Advances, the Purchased Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Advances, the Purchased Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Advances, the Purchased Notes, or the number of Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) amend Section 2.11 or this Section 9.01, 9.01 or (g) amend the definition of “Majority Lenders,” (hvii) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral collateral securing the Obligations, except Purchased Notes or change any provision of the Note Indenture providing for releases the release of Collateral sold as permitted by this Agreement and except for releases any collateral securing the obligations of Collateral as permitted under Section 8.08(b)the Company thereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or with respect to any other Loan Document. Purchased Note. (b) No Lender amendment or waiver of any Affiliate provision of a Lender this Agreement affecting the rights or duties of any Remarketing Agent, nor consent to any departure by any party therefrom, shall have in any voting rights under any Loan Document as a result of event be effective unless the existence of obligations owed to it under Hedge Contracts.same shall be in writing and signed by such Remarketing

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances or participations in Letters of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) increase no amendment, waiver or consent shall, unless in writing and signed by the Borrowing Base Required Lenders and each Lender that has or the Commitments is owed obligations under this Agreement that are modified by such amendment, waiver or consent, do any of the Lendersfollowing: (i) increase any Commitment of such Lenders other than as provided in Section 2.18 or extend any Commitment of such Lender other than as provided in Section 2.19, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provided in Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)2.19; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letterexcluding Hedging Agreements), nor consent to any departure by the Borrower or any Subsidiary other Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by the Administrative Agent on their behalf upon its receipt of the consent thereof) and the BorrowerBorrower or the applicable Obligor, as the case may be, and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: : (a) waive any of the conditions specified in Section 3.01SECTION 6.01 or, in the case of the Initial Funding, SECTION 6.02, without the written consent of each Lender (bother than any Lender that is, at such time, a Defaulting Lender); (i) extend or increase the Borrowing Base Commitment of any Lender (or reinstate any Commitment terminated pursuant to ARTICLE X) without the Commitments written consent of such Lender, or (ii) extend or increase the amount of the aggregate Commitments under the Revolver Facility without the consent of 66 2/3% of the Revolver Lenders, or (iii) extend or increase the amount of the aggregate Commitments under the Term Loan Facility without the consent of 66 2/3% of the Term Loan Lenders; (c) postpone any date scheduled for any payment of principal or interest under this Agreement (including any principal due pursuant to a mandatory prepayment required pursuant to SECTION 2.07(b)), or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce or forgive the principal ofof (including any principal due pursuant to a mandatory prepayment required pursuant to SECTION 2.07(b)), or the rate of interest specified herein on, any Loan or unreimbursed amounts under Letters of Credit, or (subject to CLAUSE (III) of the Notes or second proviso to this SECTION 12.04) any fees or other amounts payable hereunder (except as set forth in SUBSECTION (1) of this SECTION 12.04 or under any other Loan Document, or change the manner of computation of any financial ratio (dincluding any change in any applicable defined term) postpone used in determining the Applicable Margin that would result in a reduction of any date fixed for interest rate on any payment of principal of, or interest on, the Notes Loan or any fees or other amounts fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the written consent of the Required Lenders shall be necessary (i) to amend the definition of "POST-DEFAULT RATE" or extend to waive any obligation of the Maturity Date Borrower to pay interest at the Post-Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the Commitment Termination Date, effect of such amendment would be to reduce the rate of interest on any Loan or advance under any Letter of Credit or to reduce any fee payable hereunder; (e) change the order of application of any reduction in the Commitments or any prepayment of Loans between the Facilities from the application thereof set forth in the applicable provisions of SECTION 2.07(a) and (b) respectively, in any manner that materially and adversely affects the Lenders under such Facilities or require the permanent reduction of the Revolver Facility at any time when all or a portion of the Term Loan Facility remains in effect without the written consent of each such Lender directly affected thereby; (f) change (i) any provision of SECTION 4.05(b) that would alter the pro rata sharing of payments required thereby or this SECTION 12.04 without the written consent of each Lender, (ii) the definition of "REQUIRED LENDERS" without the written consent of each Lender, (iii) the definition of "PERCENTAGE SHARE" or "REQUIRED REVOLVER LENDERS" without the written consent of each Revolver Lender, or (iv) any other provision hereof specifying the number or percentage of Lenders which shall be required for the Lenders to amend, waive or otherwise modify any of them to take any action rights hereunder or under make any other Loan Document, (f) amend Section 2.11 determination or this Section 9.01, (g) amend grant any consent hereunder without the definition written consent of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing each Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.;

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17), (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release any Collateral securing extend the Obligations, Termination Date in respect of either Facility (except for releases of Collateral sold as permitted provided by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.16); provided further that (A) no amendment, waiver or consent shall, unless in writing and providedsigned by the Swing Line Bank or each Issuing Bank, furtheras the case may be, that in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, 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 of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the 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 cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or 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 unreasonably withheld) (a “Replacement Lender”), provided that (i) as of such Consent 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, no Default or Event of Default shall have 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 and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section. If such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other Loan Document. No documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (i) the date on which the Replacement Lender or any Affiliate of a executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this Section 9.01(b), then such Non-Consenting Lender shall be deemed to have any voting rights under any Loan Document executed and delivered such Assignment and Acceptance and/or such other documentation as a result of such date and the existence Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of obligations owed to it under Hedge Contractssuch assigning Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) except as otherwise provided in Section 7.08, reduce or limit the obligations of any Guarantor under Section 7.01 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders, (civ) release all or substantially all of the Collateral in any transaction or series of related transactions, or (v) amend Section 2.10 or this Section 9.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (other than any Lender that is, at such time, a Defaulting Lender) that has a Commitment under any of the Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. No Lender or Notwithstanding the foregoing, neither the consent of any Affiliate Agent nor the consent of a any Lender shall have be required to effectuate any voting rights under any Loan Document as a result amendments, modifications, waivers or releases required by the terms of Section 2.5 and/or Section 2.8 of the existence of obligations owed to it under Hedge ContractsSecond Lien Intercreditor and Subordination Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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 all : (a) without the Lenders, do any consent of the followingeach Lender: (ai) waive any of the conditions specified in Article III; (ii) change any provision of this Section 3.01, (b) increase the Borrowing Base or the Commitments definition of the "Required Lenders, (c) reduce the principal of, or interest on, the Notes " or any fees other provision hereof specifying the number or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders to amend, waive or otherwise modify any of them to take any action rights hereunder or under make any other Loan Document, determination or grant any consent hereunder; (fiii) amend Section 2.11 or any other provision of this Section 9.01, Agreement in a manner that would alter the pro rata sharing of payments or the pro rata allocation of disbursements required thereby; (g) amend the definition of “Majority Lenders,” (hiv) release any Guarantor from its obligations under any Guaranty other than as unless such Guarantor ceases to be a result Subsidiary of the Borrower under a transaction permitted hereby, by the terms hereof; (iv) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or ; (jvi) release any Collateral securing the Obligations, except for releases as provided in Section 8.09 above; (vii) change Section 7.06 or any other provision of Collateral sold as permitted by this Agreement and except in a manner that would alter the order of application of proceeds set forth in Section 7.06; (viii) increase the aggregate Commitments; or (ix) amend or waive any provision of, nor consent to any departure by any party thereto from, the Intercreditor Agreement; (b) without the written consent of each Lender directly affected thereby, (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.02), (ii) reduce the principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or under any other Loan Document, or (iii) postpone any date fixed for releases any payment of Collateral as permitted under Section 8.08(b)principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or extend the Maturity Date; and providedand, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such actionabove, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Document and (ii) the Administrative Agent's Fee Letter may be amended, or any Affiliate of rights or privileges thereunder waived, in a Lender shall have any voting rights under any Loan Document as a result of writing executed only by the existence of obligations owed to it under Hedge Contractsparties thereto.

Amendments, Etc. No Except as provided in Sections 2.08(e), 8.13 and 9.08, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower Borrower, or any Subsidiary prior to the Guaranty Release Date, the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02 without the written consent of each Lender, (b) increase or extend the Borrowing Base or scheduled date of the expiration of the Commitments without the written consent of the Lenderseach affected Lender, (c) reduce the principal of, or interest on, the Notes Advances or any the fees or other amounts payable hereunder or under any other Loan Documentwithout the written consent of each affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20 or 2.22) or any fees or other amounts payable hereunder or extend fee without the Maturity Date or the Commitment Termination Datewritten consent of each affected Lender, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentwithout the written consent of each Lender, (f) amend release (except as expressly provided in Section 2.11 9.03 or this Section 9.01, 9.08) the Guarantor from the Guaranty (including by limiting liability in respect thereof) without the written consent of each Lender or (g) amend this Section 8.01 without the definition written consent of each Lender (it being understood that, for purposes of this proviso, “Majority Lenders,Lender” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit shall not include the Borrower or any Subsidiary to enter into of its Affiliates, if a Lender, at the time of any merger such amendment, waiver or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bconsent); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Designated Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and and, in the Borrowercase of an amendment, the Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is a Borrower or an Affiliate of a Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note; and (ii) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the LC Issuer, in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or duties of the existence of obligations owed to it LC Issuer under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Agilent Agreement, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: following at any time: (ai) waive any of the conditions specified in Section 3.01, , (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the number of Lenders or the percentage of Lenders which (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder hereunder, (iii) release the Guarantor (or otherwise limit the Guarantor’s 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, (iv) release any other Loan Documentmaterial portion of the Collateral in any transaction or series of related transactions, or (fv) amend Section 2.11 or this Section 9.01, and (gb) amend no amendment, waiver or consent shall, unless in writing and signed by the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyRequired Lenders and each Lender specified below for such amendment, waiver or consent: (i) permit increase the Borrower Commitment of a Lender without the consent of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Advances owed to a Lender or any Subsidiary fees or other amounts stated to enter into be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; or (iii) postpone any merger or consolidation with or into date scheduled for any other Person or amend Section 6.04(a)payment of principal of, or (j) release interest on, the Advances pursuant to Section 2.03 or 2.06 or any Collateral securing date fixed for any payment of fees hereunder in each case payable to a Lender without the Obligations, except for releases consent of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Credit Document (other than the Fee Letterany Confirmation and any amendment, waiver or other modification of any Confirmation), nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Required Banks and the BorrowerCredit 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 no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Required Banks and by all the Banks directly affected thereby, do any of the following: (a) subject any Bank to any liability, commitment or obligation, (b) reduce any fees or other amounts payable hereunder or under any Credit Document, (c) postpone any date fixed for any payment of any fees or other amounts payable hereunder or under any Credit Document, (d) change the definition of Required Banks, (e) release or limit the liability of any Credit Party, (f) amend or waive any provision of, or consent to any departure by any Credit Party from, Section 2.9 or this Section 8.1 or (g) modify any indemnity; and provided further that no amendment, waiver or consent shall affect the rights or duties of any Agent or the Issuing Lender under any Credit Document, unless in writing and signed by such Agent in addition to the Lenders Banks required above to take such action. No amendment or waiver of, affect the rights or duties of the Administrative Agent or the Issuing Lenderconsent relating to, as the case may be, under this Agreement or any Credit Document (other Loan Document. No Lender than any Confirmation and any amendment, waiver or other modification of any Affiliate of a Lender Confirmation) shall have any voting rights under any Loan Document as a result of the existence of obligations owed be effective until delivered to it under Hedge Contractsall Banks.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), Agreement nor consent to any departure by the Borrower or any Subsidiary therefrom, Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, Article III except as otherwise provided therein; (bii) increase the Borrowing Base or the Revolving Credit Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (ciii) reduce the principal of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or under any other Loan Document, the Letter of Credit Obligations; (div) postpone any final maturity date fixed for any payment of principal of, or interest on, the Notes Loans or any fees or the Letter of Credit Obligations or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ev) change the percentage of the Revolving Credit Commitments, the aggregate unpaid principal amount of the Loans or the aggregate amount of the Letter of Credit Obligations, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder; (vi) release or under subordinate any other Collateral or release any Loan Document, Party except as shall otherwise be provided in Section 7.5 or in the Collateral Documents; or (fvii) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)10.1; and provided, further, that no amendment, waiver or consent shall, shall (x) unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the Issuing Lenderother Loan Documents; (y) unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above to take such action, as affect the case may be, rights or obligations of the Swing Loan Lender under this Agreement or any other Loan Document. No Lender ; and (z) unless in writing and signed by the Issuer in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuer under this Agreement or any Affiliate of a Lender shall have any voting rights under any other Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocument.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this AgreementAgreement may be modified or supplemented only by an instrument in writing signed by the Company, the NotesAdministrative Agent and the Required Lenders, or by the Company and the Administrative Agent 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 other Loan Document fee hereunder, (other than iii) reduce the Fee Letter)amount of any such payment of principal, nor consent to any departure by (iv) reduce the Borrower rate at which interest is payable thereon or any Subsidiary therefromfee is payable hereunder, shall (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of Section 4.2, 4.7 or 11.9 hereof or this Section 12.5, (vii) modify the definition of the term "Required Lenders", or modify in any event be effective unless other manner the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver number or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any percentage of the following: Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (aviii) release any Obligor hereunder, (ix) waive any of the conditions specified precedent set forth in Section 3.017.1 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) increase any modification or supplement of Section 11 hereof shall require the Borrowing Base or the Commitments consent of the Lenders, Administrative Agent; and (c) reduce any modification or supplement of Section 6 hereof shall require the principal of, or interest on, consent of each Subsidiary Guarantor (PROVIDED that any Subsidiary of the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them Company may become a party to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than Agreement as a result of a transaction permitted hereby, (i) permit the Borrower or any "Subsidiary to enter into any merger or consolidation with or into any other Person or amend Guarantor" hereunder as provided in Section 6.04(a9.13 hereof), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (and, in the Borrowercase of an amendment, the Parent), 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, provided that no amendment, waiver, waiver or consent shall, : (a) unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Article 7 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the obligations owing to the Agents and the Lenders, (iv) amend this Section 9.01 or any of the definitions herein that would have such effect, (v) extend the Termination Date or (vi) limit the liability of any Loan Party under any of the Loan Documents; (b) unless in writing and signed by each affected Lender, do any of the following at any time: (i) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)hereunder; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender Documents and no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders above required to take such action, affect the rights under any Loan Document as a result or duties of the existence of obligations owed to it Issuing Bank under Hedge Contractsthis Agreement or the other Loan Documents (including, without limitation, any change in Section 2.01(b), 2.04, 2.05(b), 2.05(c), 2.09(c)(ii), 2.18, 2.19, 2.20, 2.21, 2.22 or 9.09).

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee LetterLetters), nor consent to any departure by the Borrower or any Restricted Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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 all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the aggregate Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Notes, or any fees or other amounts payable hereunder or extend the Maturity Date Date, or the Commitment Termination Date, (e) change the percentage of Lenders which that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 in such a manner as to alter the pro rata sharing of payments required therein or this Section 9.01, (g) amend the definition of “Majority "Required Lenders,” " (h) release any Guarantor Restricted Subsidiary from its obligations under any Guaranty other than as a result of a transaction permitted hereby (including a designation as an Unrestricted Subsidiary, if any permitted hereby), (i) permit the Borrower or any Restricted Subsidiary to enter into any merger or consolidation with or into any other Person Person, except for mergers or consolidations permitted pursuant to Section 6.04 or amend clause (a)(i) of Section 6.04(a)6.04, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b), or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Intercreditor Agreement to the extent such amendment, waiver or consent would impair the priority or enforceability of the Liens securing the Obligations; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document; and provided further that, an amendment, waiver, or consent related to Section 2.06(b) may be effected with the agreement of the Required Lenders and the Borrower. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsContracts or Banking Services Obligations.

Amendments, Etc. No (a) Except as expressly provided in Section 2.13, no amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than excluding the Agent Fee Letter), nor and no consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Secured Parties or extending an existing Lien over additional property, by the Majority Agents and the Borrower, (y) in the case of any other waiver or consent, by the Required Lenders (or by the Collateral Agent with the written consent of the Required Lenders), with a copy to each Agent, and (z) in the case of any other amendment, by the Required Lenders (or by the Collateral Agent with the written consent of 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: : (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base or the Commitments Commitment of the Lendersany Lender, (c) reduce the principal of, or interest on, the Notes Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any scheduled date fixed for any payment of principal of, or interest or fees on, the Notes or Loans payable to any fees or other amounts payable hereunder or extend Lender without the Maturity Date or the Commitment Termination Date, written consent of such Lender; (eii) change the percentage of Lenders which shall be the Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder or under any other Loan Document, without the written consent of each Lender; (f) amend Section 2.11 or this Section 9.01, (giii) amend the definition of “Majority "Required Lenders,” " or "Pro Rata Share" without the written consent of each Lender; (hiv) release all or substantially all the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Guarantor from its obligations under Lien granted in favor of the Collateral Agent for the benefit of the Agents and the Lenders, or release any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any Guarantor (except as otherwise provided in this Agreement and the other Person or amend Section 6.04(aLoan Documents), or release the Guaranty of Holdings or of all or substantially all of the value of the Guaranty provided by the other Guarantors (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by otherwise provided in this Agreement and except for releases the other Loan Documents), in each case, without the written consent of each Lender; (v) amend, modify or waive Section 4.02, Section 4.03 or this Section 12.02 of this Agreement without the written consent of each Lender; or (vi) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to, or the Collateral as permitted under Section 8.08(b); and providedof, furtherLenders holding Loans of any Class differently than those holding Loans of any other Class, that without the written consent of Lenders representing a Majority in Interest of each affected Class. Notwithstanding the foregoing, (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such actionan Agent, affect the rights or duties of the Administrative such Agent or the Issuing (but not in its capacity as a Lender, as the case may be, ) under this Agreement or the other Loan Documents, (B) any waiver, amendment or other modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Loan Document. No Lender Class) may be effected by an agreement or agreements in writing entered into solely by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time and (C) this Agreement may be amended to provide for Incremental Extensions of Credit in the manner contemplated by Section 2.13 without any additional consents. (b) If any action to be taken by the Lenders hereunder requires the consent, authorization, or agreement of all of the Lenders or any Affiliate of Lender affected thereby, and a Lender (the "Holdout Lender") fails to give its consent, authorization, or agreement, then the Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute lenders (each, a "Replacement Lender"), and the Holdout Lender shall have any voting rights under any Loan Document as a result no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Assumption, subject only to the Holdout Lender being repaid its share of the existence outstanding Obligations without any premium or penalty of obligations owed any kind whatsoever. If the Holdout Lender shall refuse or fail to it under Hedge Contractsexecute and deliver any such Assignment and Assumption prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Assumption. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 12.07.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 provided that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following: following at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the initial Advance, Section 3.02, (bii) change the number of Lenders or the percentage of (A) the Commitments, or (B) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1.0 of its Guaranty or otherwise limit any Guarantor's liability with respect to the Obligations owing to any Agent and the Lenders, (iv) release any Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any item of Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Creditors under the Loan Documents, (v) amend this Section 8.01, (vi) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations, (cvii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, hereunder, (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes Borrowings or any fees or other amounts payable hereunder or extend payable, or (ix) limit the Maturity Date or the Commitment Termination Date, (e) change the percentage liability of Lenders which shall be required for the Lenders or any Loan Party under any of them to take any action hereunder or under any other the Loan DocumentDocuments, and (fb) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties (in the case of the Administrative Agent) duties of such Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than of the Fee Letter)Other Agreements, nor consent to any departure by the Borrower or any Subsidiary Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders, or if Lenders shall not be parties thereto, by the Majority Lenders parties thereto and the Borrowerconsented to by Requisite Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the Administrative Agent following: (i) increase the Revolving Loan Commitments, Term Loan Commitments of Lenders or subject Lenders to any additional obligations to extend credit to Borrower, (ii) reduce the Issuing Lender principal of, or interest on, the Loans (other than as expressly permitted herein) or any fees hereunder, (iii) postpone any date fixed for any payment in addition respect of principal of, or interest on, the Loan or any fees hereunder, (iv) change the Pro Rata Shares of Lenders, or any minimum requirement necessary for Lenders or Requisite Lenders to take any action hereunder, (v) amend or waive this Section 21, or change the definition of Requisite Lenders, Revolving Loan Limit, Maximum Revolving Loan Limit or Applicable Margin, (vi) reduce the Excess Availability requirement in subsection 12(k) or subsection 13(e)(z) or (vii) except in connection with the financing, refinancing, sale or other disposition of any asset of Borrower permitted under this Agreement (or to the Lenders extent Requisite Lender approval only is required above with any such release pursuant to take such actionsubsection 19(j) hereof), affect release or subordinate any liens in favor of Agent, for the benefit of Agent and Lenders, on any of the Collateral and provided further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentOther Agreement shall in any event be effective, unless in writing and signed by Agent in addition to Lenders required hereinabove to take such action. No Notwithstanding any of the foregoing to the contrary, (a) for purposes of voting or consenting to matters with respect to this Agreement and the Other Agreements, a Defaulting Lender or any Affiliate of shall not be considered a Lender and such Defaulting Lender’s Revolving Loan Commitment, Term Loan Commitment, shall have each be deemed to be $0 until such Defaulting Lender makes the payments required in this Agreement and (b) the consent of Borrower shall not be required for any voting rights under any Loan Document as a result amendment, modification or waiver of the existence provisions of this Section 21. In the event that any consent, waiver or amendment requiring the agreement of all Lenders as set forth above is agreed to by the Requisite Lenders, but not all Lenders, Agent may, in its sole discretion, cause any non-consenting Lender to assign its rights and obligations owed under this Agreement and the Other Agreements to it under Hedge Contractsone or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 20 of this Agreement; provided, that (i) no Lender may be required to assign its rights and obligations to a new Lender because such lender is unwilling to increase its own loan commitments, (ii) such new Lender must be willing to consent to the proposed amendment, waiver or consent and (iii) in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Liabilities owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and an unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Agent to such non-consenting Lender of Agent’s intent to cause such non-consenting Lender to assign its interests hereunder.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or Section 3.02, (bii) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Term Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents, (v) amend this Section 9.01, (vi) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cvii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)2.05, or (jix) release limit the liability of any Collateral securing Loan Party under any of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Loan Documents; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Collateral Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Collateral Agent under this Agreement or any the other Loan DocumentDocuments. No Lender or Without any Affiliate of a Lender limitation to the foregoing, the Borrower shall have any voting rights be required to obtain such consents as may be required under any Loan Document as a result Section 5.7 of the existence of obligations owed to it under Hedge ContractsIntercreditor Agreement, if applicable.

Amendments, Etc. No (1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor and no consent to any departure by the Borrower or any Subsidiary other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (with a copy to the Administrative Agent) (other than with respect to (i) any amendment or waiver contemplated in clauses (a)—(i) of this clause (1) below and (ii) any amendment or waiver with respect to the Fee Letters which shall only require the consent of the parties thereto), (or by the Administrative Agent) and the BorrowerBorrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: provided that: (a) waive only the consent of each affected Lender shall be required to extend or increase the Commitment of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.01 or the waiver of any Default, mandatory prepayment or mandatory reduction of the conditions specified in Section 3.01, Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) increase only the Borrowing Base consent of each affected Lender shall be required to postpone any date scheduled for, or reduce the Commitments amount of, any payment of principal or interest under Section 2.07 or 2.08 (other than pursuant to Section 2.08(2)) or any payment of fees or premiums hereunder or under any Loan Document with respect to payments to such Lender, it being understood that the Lendersamendment or waiver of any mandatory prepayment shall not constitute a postponement of any date scheduled for, or a reduction in the amount of, any payment of principal, interest, fees or premiums; (c) only the consent of each affected Lender shall be required to reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (I) of the Notes or proviso immediately succeeding clause (i) of this Section 10.01(1)) any fees or other amounts payable hereunder or under any other Loan Document, Document to such Lender (dit being understood that any change to the definition of Total Net Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest); provided that notwithstanding the foregoing only the consent of (A) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Required Lenders which shall be required for the Lenders or any of them necessary to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Default Rate” and (B) the Required Lenders,’ consent will be necessary to waive any obligation of the Borrower to pay interest at the Default Rate; (d) except as contemplated by clause (C) in the second proviso immediately succeeding clause (i) of this Section 10.01(1), (x) no amendment, waiver or consent shall change any provision of this Section 10.01 or the definition of “Required Lenders”, “Required Facility Lenders”, “Supermajority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of each Lender and (y) change the definition of “Pro Rata Share” without the written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders, the Required Facility Lenders or the Supermajority Lenders); (e) other than in a transaction permitted under Section 7.03 or Section 7.04, no amendment, waiver or consent shall release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or (f) other than in a transaction permitted under Section 7.03 or Section 7.04, no amendment, waiver or consent shall release all or substantially all of the aggregate value of the Guaranty, without the written consent of each Lender; (g) no amendment, waiver or consent shall change the pro rata sharing of payments among Lenders pursuant to Section 2.12 or any other provision of this Agreement requiring pro rata treatment of the Loans or Lenders, in each case without the written consent of each Lender; (h) release no amendment, waiver or consent shall amend, waive or otherwise modify any Guarantor from its obligations term or provision (including the availability and conditions to funding and the rate of interest applicable thereto) which directly affects Lenders of one Facility and does not directly affect Lenders under any Guaranty other than as a result Facility, in each case, without the written consent of a transaction permitted hereby, the Required Facility Lenders under such applicable Facility; or (i) permit no amendment, waiver or consent shall amend, waive or otherwise modify the Borrower definition of “Change of Control,” any term or provision of Section 2.05, Section 2.16 or Article VII (other than any amendment, waiver or consent solely with respect to the ratio levels set forth in Section 7.10) or any Subsidiary component definition in any of the foregoing to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)the extent that an amendment thereto would otherwise modify such provision in a manner adverse to the Lenders, or in each case without the written consent of the Supermajority Lenders; provided that: (jI) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (II) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; provided further that notwithstanding the foregoing: (A) no Defaulting Lender shall have any right to take approve or disapprove of any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Required Facility Lenders or the Supermajority Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders) (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded in calculating the Required Lenders, the Required Facility Lenders and the Supermajority Lenders); (B) no Lender consent is required to effect any amendment or supplement to any Applicable Intercreditor Agreement (i) that is for the purpose of adding the holders of Credit Agreement Refinancing Indebtedness or any otherany Permitted Indebtedness that is secured Indebtedness (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such actionApplicable Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Applicable Intercreditor Agreement; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing LenderCollateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable; (C) this Agreement may be amended (or amended and restated) with the case may bewritten consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; (D) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders were the only Class of Lenders hereunder at the time; and (E) the Borrower and the Administrative Agent may, without the input or consent of the other Lenders, (i) effect changes to any Mortgage or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Collateral Document as a result may be necessary or appropriate in the opinion of the existence of obligations owed to it under Hedge Contracts.Collateral Agent and

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change decrease the percentage of Lenders which (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty issued by it or, except in connection with a permitted asset sale, release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties, in each case if such reduction, release or limitation is in respect of all or substantially all of the value of the Guaranties, (iii) release all or substantially all of the Collateral in any transaction or series of related transactions (other than a release of Collateral that is permitted under Section 8.12(a) during a Collateral Suspension Period), (iv) amend Section 2.11 2.13, Section 8.12(a), Section 8.12(c) or this Section 9.018.01, or any other provision of this Agreement that expressly provides that the consent of all Lenders, or all affected Lenders, is required, or (gv) amend the definition of “Majority Required Lenders,” or “Pro Rata Share” (hprovided, that additional extensions of credit made pursuant to Section 2.17 shall be included in the determination of “Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Commitments, the Term Advances, the Revolving Credit Commitments and the Revolving Credit Advances are included on the Closing Date); and (b) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyno amendment, waiver or consent shall, unless in writing and signed by each Lender if such Lender is directly affected by such amendment, waiver or consent, (i) permit increase the Borrower Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any Subsidiary fees or other amounts payable hereunder to enter into such Lender, (iii) postpone any merger date fixed for any scheduled payment of principal of, or consolidation with interest on, the Notes held by such Lender or into any fees or other Person or amounts payable hereunder to such Lender, (iv) change the order of application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender, (v) amend Section 6.04(a)1.05 or the definition of “Alternative Currency”, or (jvi) release (A) alter the ratable treatment of Obligations arising under any Collateral securing Secured Hedge Agreement or any Secured Cash Management Agreement, and Obligations arising under any of the Obligationsother Loan Documents, except for releases (B) amend the definition of Collateral sold as permitted by this “Loan Documents” to remove from, or alter the status therein of, Secured Hedge Agreements or Secured Cash Management Agreements or (C) amend the definition of “Secured Hedge Agreement” or “Secured Cash Management Agreement”, in each case in a manner that adversely effects such Lender or adversely effects an Affiliate of such Lender which Affiliate is a party to a Secured Hedge Agreement and except for releases of Collateral as permitted under Section 8.08(b)or a Secured Cash Management Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Swing Line Bank or an Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of such Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. No Lender or any Affiliate of a Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any voting rights under right to approve or disapprove any Loan Document as a result amendment, waiver or consent hereunder (and any amendment, waiver or consent of all Lenders or each affected Lender may be effected with the consent of the existence applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of obligations owed to it under Hedge Contractsany Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, shall (a) unless in writing and also signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend hereunder; (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (ii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) except as expressly permitted herein or in any other Loan Document, subordinate the Liens granted hereunder or under the other Loan Documents, to any other Lien, (fiv) amend Section 2.11 or this Section 9.01, (gv) amend the definition definitions of “Majority Required Lenders,” or “Supermajority Lenders” or (hvi) other than in accordance with Section 6.01(d), release any Guarantor either Borrower from all of its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base” or increase the Swingline Commitment; (d) unless in writing and signed by the Agent or and the Issuing Lender Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or and the Issuing LenderCo-Collateral Agents, as the case may beapplicable, under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of a Section 2.03 or 2.04; or (f) unless in writing and signed by each Issuing Lender shall have (in addition to the Lenders required above to take such action), amend, modify or waive any voting rights under any Loan Document as a result provision of the existence of obligations owed to it under Hedge ContractsArticle III.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in --------------- this Agreement, any provision of this Agreement, the Notes, Agreement may be modified or any other Loan Document (other than the Fee Letter), nor consent to any departure supplemented only by an instrument in writing signed by the Borrower and the Majority Lenders, or by the Borrower and the Administrative Agent acting with the consent of the Majority Lenders, and any Subsidiary therefrom, shall in any event provision of this Agreement may be effective unless the same shall be in writing and signed waived by the 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 no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent acting with the consent of the Majority Lenders; provided that: -------- (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Issuing Lender 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 Reimbursement Obligation or any fee hereunder, (iii) reduce the amount of any such payment of principal or Reimbursement Obligation, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the manner in addition to which payments or prepayments of principal, interest or other amounts hereunder shall be applied as between the Lenders or Types or Classes of Loans, (vi) alter -95- the terms of this Section 12.03, (vii) modify the definition of the term "Majority Lenders", or modify in any other manner the number or percentage of the Lenders required above to take such action, affect the make any determinations or waive any rights hereunder or duties to modify any provision hereof or (viii) release any Subsidiary Guarantor from any of the Administrative Agent or the Issuing Lender, as the case may be, its guarantee obligations under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.Section 6;

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender's Commitment, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend hereunder; (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend Section 2.11 or 9.13(c), (iv) amend this Section 9.019.01 or (v) other than in accordance with Section 6.01(d), (g) amend the definition release either Borrower from all of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of "Borrowing Base"; (d) unless in writing and signed by the Agent or the Issuing Lender (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of a Section 2.03 or 2.04; or (f) unless in writing and signed by each Issuing Lender shall have (in addition to the Lenders required above to take such action), amend, modify or waive any voting rights under any Loan Document as a result provision of the existence of obligations owed to it under Hedge ContractsArticle III.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (and, in the Borrowercase of an amendment, the Parent), 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, provided that no amendment, waiver, waiver or consent shall, : (a) unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) alter the ratable sharing of payments contemplated by Section 2.14, (ii) waive any of the conditions specified in Section 3.01, (iii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iv) reduce or limit the obligations of any Guarantor under Article 7 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the obligations owing to the Agents and the Lenders, (iv) amend this Section 9.01 or any of the definitions herein that would have such effect, (v) extend the Termination Date or (vi) limit the liability of any Loan Party under any of the Loan Documents; (b) unless in writing and signed by each affected Lender, do any of the following at any time: (i) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)hereunder; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender Documents and no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders above required to take such action, affect the rights or duties of such Issuing Bank under this Agreement or the other Loan Documents (including any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractschange in Section 2.01(b), 2.04, 2.05(b), 2.05(c), 2.09(c)(ii), 2.18, 2.19, 2.20, 2.21, 2.22 or 9.09).

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than Guaranteed Hedge Agreements, for which the Fee Letterterms of such agreements shall govern and control), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) amend this Section 10.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cv) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvi) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, (vii) extend the Maturity Date or the Commitment Termination Date, other than as provided by Section 2.16, (eviii) change the percentage of Lenders which shall modify any provisions requiring payment to be required made for the Lenders ratable account of the Lenders, or any of them to take any action hereunder or under any other Loan Document, (fix) amend Section 2.11 or this Section 9.01, (g) amend modify the definition of “Majority Lenders,” (h) release Pro Rata Share; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of any Guarantor from its obligations Issuing Bank, as the case may be, under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Documents. (a) In the event that any Lender (a “Non-Consenting Lender”) shall fail to consent to a waiver or any Affiliate amendment to, or a departure from, the provisions of a Lender this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have any voting the right, upon written demand to such Non-Consenting Lender and the 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 cause such Non-Consenting Lender to assign its rights and obligations under any Loan Document as a result of this Agreement (including, without limitation, its Commitment or Commitments, the existence of obligations owed Advances owing to it under Hedge Contracts.and the Note or Notes, if any, held by it) to a Replacement Lender, provided that (i) 107

Amendments, Etc. No amendment or waiver of any provision of --------------- this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Administrative Agent, as specified in the particular provisions of the Credit Documents, 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 shall increase the Commitment of any Lender without the prior written consent of such Lender, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the aggregate Commitments of the Lenders, (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (d) amend this Section 10.01, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority "Required Lenders,” " or "Super Required Lenders", (hf) release any Guarantor the Parent from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Guaranty, or (jg) release any Collateral securing all or substantially all of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Collateral; and provided, further, that no amendment, waiver or consent shall, unless in writing ----------------- and signed by the Administrative Agent Agent, or the any Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result In addition, none of the existence following decisions shall be made without the prior written consent of obligations owed to it under Hedge Contracts.the Super Required Lenders:

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or, with the written consent of the Required Lenders, by the Administrative Agent) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all each of the LendersLenders directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenderssuch Lenders or subject such Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder hereunder, or under any other Loan Document, (d) postpone any date fixed for any payment of principal ofof (including final maturity), or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder hereunder; provided further that no amendment, waiver or extend consent shall, unless in writing and signed by all the Maturity Date or the Commitment Termination Date, Lenders: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) amend Section 2.11 or this Section 9.01change the pro rata distribution of payments and proceeds to the Lenders, (giii) amend waive any of the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person conditions specified in or amend Section 6.04(a), 2.04 or (jiv) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by amend this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement Agreement, any Note or any other Loan Document. No Lender ; and provided further no amendment, waiver or consent shall, unless in writing and signed by Credit Suisse First Boston in addition to the parties required to sign the foregoing as set forth in this Section 8.01, amend or in any Affiliate manner affect the rights of a Lender shall have any voting rights Credit Suisse First Boston under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsSection 8.07(i).

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 (i) no amendment, waiver, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby in addition to the Required Lenders, do any of the following: (a) increase the Commitments of the Lenders, (b) reduce the principal of, or interest on, the Loan or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Loan or any fees or other amounts payable hereunder, (d) extend the termination date of any Commitment, or (e) change the Pro Rata Share of any Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Loan, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fc) release the Borrower or otherwise limit the Borrower's liability with respect to the obligations owing to the Administrative Agent and the Lenders or (d) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerAdministrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified in Section 3.01Banks, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ed) change the percentage of Lenders the Commitments of the Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Credit Document, (e) amend this Section 10.01, (f) amend Section 2.11 or this Section 9.01the definition of "Required Lenders", (g) amend the definition of “Majority Lenders,” "Borrowing Base" or "Hotel Value", but not the definitions that are used in such definitions, or (h) release any Guarantor the Parent from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Guaranty; and providedPROVIDED, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, Syndication Agent or the any Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent, Syndication Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or In addition, none of the following decisions shall be made without the written consent of the Required Lenders: (a) release any Affiliate of a Lender shall have any voting rights Guarantor except the Parent from its obligations under any Loan Document as a result of the existence Guaranties, provided that the Administrative Agent can (i) release any Supplemental Guarantor from its obligations under any of obligations owed to it under Hedge Contracts.the Supplemental Guaranties and (ii) if no Default then exists, release any Subsidiary of the Borrower which no longer is a Property Owner of an Eligible Property;

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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 all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 2.11, Section 7.06, or this Section 9.01, (g) amend the definition of “Majority Required Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of Guaranty, except in connection with a transaction expressly permitted herebyby Section 6.04, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person that is not expressly permitted by Section 6.04(a), or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement Agreement, or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Subordination and except for releases of Collateral as permitted under Section 8.08(b); Intercreditor Agreement, and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No An amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor a consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingbe effective to: (a) waive any of the conditions specified in Section 3.01Article III, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of any Advance or the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthis Agreement, (f) amend Section 2.11 or this Section 9.019.1, (g) amend the definition amend, waive or consent to any departure of “Majority Lenders,” any provision in Article VI or (h) except as provided below, release any Guarantor Borrower or Holding or any Restricted Affiliate from its obligations under any Guaranty other than as a result of a transaction permitted herebyguarantee in Article VI, (i) permit the Borrower Holding Guarantee or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Restricted Affiliate Guarantee, or (j) release any Collateral securing as the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)71 67 case may be; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the Issuing Lender CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, CAF Advance Agent under this Agreement or any other Loan Document. No Lender or any Affiliate Note; provided, still further, that the guarantee of a Lender Borrower under Article VI and of a Restricted Affiliate under its Restricted Affiliate Guarantee shall have any voting rights be released automatically upon (i) the sale by the Company of such Borrower or Restricted Affiliate, provided that such sale is permitted under any Loan Document as this Agreement, or (ii) such Borrower or Restricted Affiliate ceasing to be a result of the existence of obligations owed to it under Hedge ContractsBorrower or a Restricted Affiliate hereunder.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Administrative Agent, as specified in the particular provisions of the Credit Documents, 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 shall increase the Commitment of any Lender without the prior written consent of such Lender, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders whose Commitments or Advances are directly modified thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base or the aggregate Commitments of the LendersLenders except as permitted by Section 2.01(c), (cii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (eiv) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentamend this Section 10.01, (f) amend Section 2.11 or this Section 9.01, (gv) amend the definition of “Majority Required Lenders,” or “Super Required Lenders”, and (hvi) release any Guarantor the Parent from its obligations under any Guaranty other than as a result of a transaction permitted herebythe Guaranty, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (jvii) release any Collateral securing all or substantially all of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Collateral; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No . (b) In addition, none of the following decisions shall be made without the prior written consent of the Super Required Lenders: (i) any waiver or any amendment to the financial covenant contained in Section 7.05 of this Agreement or the definition of “Leverage Ratio”; and (ii) any waiver or any amendment to the provision contained in Section 2.01(a) of this Agreement which limits the Revolving Exposure to the amount of the Revolving Availability or the definition of “Revolving Availability”. (c) In addition, none of the following decisions shall be made without the prior written consent of the Required Lenders: (i) release any Guarantor (except the Parent) from its obligations under any of the Guaranties except as contemplated by the provisions of Section 5.11, provided that the Administrative Agent can, if no Default then exists, release any Subsidiary of the Borrower which no longer owns, operates or manages any Investments or other Property; (ii) release any material Collateral from its Lien securing the Obligations except as contemplated by the provisions of Sections 10.01(a)(vii) and 5.11; (iii) any determination (A) to make a Borrowing after the occurrence and during the continuance of an Event of Default or (B) to waive or modify a material condition precedent to the funding of an Advance or the issuance of a Letter of Credit; (iv) any (A) determination to send notice to the Borrower of, or otherwise declare, an Event of Default pursuant to Section 8.01 of this Agreement, (B) determination to accelerate the Obligations pursuant to Section 8.02 of this Agreement, (C) exercise of remedies under any Credit Document, (D) material decision regarding the operation, maintenance, sale or other disposition of any Property after the foreclosure upon such Property, provided that Administrative Agent shall be able to take any action it determines necessary to preserve or maintain any such Property and provided further that if the Required Lenders cannot agree on the sale or disposition of such Property, the Administrative Agent shall not sell or dispose of such Property, but shall continue to hold such Property for the benefit of the Lenders; (v) to the extent not already covered by the preceding paragraph (b)(i), any waiver or any amendment to the financial covenants contained in Article VII of this Agreement or any definitions used therein; (vi) any other material waiver or modification of the Credit Documents not referred to in this Section 10.01; and (vii) any amendment of any other provision of a Credit Document which expressly requires the consent of the Required Lenders. (d) Any amendment to a covenant of the Parent or any of its Subsidiaries or amendment to a definition shall require the Borrower’s written consent. (e) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement which requires unanimous consent of the Lenders or of a Class of the Lenders, the consent of fifty one percent (51%) [75% with respect to the matters covered in the preceding clause (b)] or more of the Non-Defaulting Lenders entitled to vote on such proposed change, waiver, discharge or termination is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or any Affiliate Lenders with one or more Eligible Assignees pursuant to Section 2.15, provided that (i) at the time of such replacement, each such Eligible Assignee consents to the proposed change, waiver, discharge or termination, (ii) the Borrower shall not have the right to replace a Lender shall have any voting rights under any Loan Document solely as a result of the existence exercise of obligations owed such Lender’s rights (and the withholding of any required consent by such Lender) to it under Hedge Contractsincrease any of such Lender’s Commitments and (iii) the Borrower shall have consummated any such replacement of Lenders within thirty (30) days of the occurrence of the event giving the Borrower the right to cause such replacement. Notwithstanding the foregoing, the Administrative Agent and the Borrower (without the consent of any other Lender or the Issuing Bank) may enter into amendments of any Credit Document solely with respect to corrections of formal defects not having any economic impact.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Revolving Credit Notes, the Gold Notes or any other Loan Document (other than the Fee Letter)Guaranty, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders), do any of the following: (a) waive any of the conditions specified in Section 3.01, or in the case of the initial Advance, Section 3.02, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend reduce or limit the obligations of any Guarantor under Section 2.11 1 of the Guaranty or this Section 9.01, otherwise limit such Guarantor's liability with respect to any obligations owing the Agent and the Lenders or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No Except as otherwise contemplated by Section 8.07 and the Subsidiary Guaranty, no amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Subsidiary Guaranty, consented to) by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender, except for clause (v) hereof), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the initial Borrowing, Section 3.02, (bii) increase change the Borrowing Base number of Lenders or the Commitments percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty issued by it or release such Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor’s liability with respect to the Obligations owing to the Administrative Agent and the Lenders, (civ) amend Section 2.13, (v) amend this Section 8.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eiv) change the percentage order of Lenders which shall be required for application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders or any of them required above to take any action hereunder such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Restricted Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, or consent shall, unless in writing and signed by all the Lenderseach Lender adversely affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the aggregate Commitments of the Lendersany Lender, (c) reduce the principal of, or interest on, the Notes or the Loans or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or the Loans, or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan DocumentDocument (including the voting provisions of Section 7.02(a) and (b)), (f) amend Section 2.11 2.12 in such a manner as to alter the pro rata sharing of payments required therein or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor Restricted Subsidiary from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Restricted Subsidiary to enter into any merger or consolidation with or into any other Person Person, except for mergers or consolidations permitted pursuant to Section 6.04 or amend clause (a)(i) of Section 6.04(a)6.04, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as otherwise permitted under Section 8.08(b8.10(b)(i)-(v), or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Intercreditor Agreement to the extent such amendment, waiver or consent would impair the priority or enforceability of the Liens securing the Obligations; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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 all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Required Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction Guaranty, except to the extent such release is permitted herebyunder Section 8.08(b), (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any all or substantially all of the Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as to the extent such release is permitted under Section 8.08(b); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Lenders in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderLenders, as the case may be, 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, except that neither the Commitment of such Lender nor the Borrowing Base may be increased and the Commitment may not be extended without the consent of such Lender. (b) No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of the Parent under Section 7.01 or release the Parent or otherwise limit the Parent ‘s liability with respect to the Obligations owing to the Agents and the Lenders, (civ) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Lenders under the Loan Documents, or (v) amend Section 2.10 or this Section 9.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (other than any Lender that is, at such time, a Defaulting Lender) that has a Commitment under any of the Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or in the case of the Collateral Documents, consented to) by the Majority Lenders and Borrower, 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: following at any time: (ai) waive any of the conditions specified in Section 3.01, , (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the number of Lenders or the percentage of Lenders which the aggregate unpaid principal amount of the Advances, in each case, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (iii) release all or under substantially all of the Collateral in any other Loan Documenttransaction or series of related transactions, or (fiv) amend Section 2.11 or this Section 9.018.01, and (gb) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that 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: (i) increase the Issuing Commitment of a Lender in addition without the consent of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Advances owed to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No a Lender or any Affiliate fees or other amounts stated to be payable hereunder or under the other Loan 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 2.03 or 2.05 or any date fixed for any payment of fees hereunder in each case payable to a Lender shall have any voting rights under any Loan Document as a result without the consent of the existence of obligations owed to it under Hedge Contracts.such Lender;

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which any Obligated Party is a party, nor any consent to any departure by the Borrower or any Subsidiary Obligated Party therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Majority Lenders Required Banks and the Borrowerapplicable Obligated Party, 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 no amendment, waiver, or consent shall, unless in writing and signed by all of the LendersBanks and Parent, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Banks; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend hereunder; (d) waive any of the Maturity Date or the Commitment Termination Date, conditions specified in Article 5; (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Document, this Agreement; (f) amend Section 2.11 or change any provision contained in this Section 9.01, 12.18; or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor collateral or any Guarantor; except that Agent may release, without the consent or agreement of any Bank, (i) any Lien in collateral which secures the Obligations if such collateral is permitted to be disposed of under this Agreement and (ii) any Obligated Party from its their obligations under any Guaranty other than the Loan Documents if such Obligated Party is no longer a PA or is no longer owned by Parent or a Subsidiary as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedAgreement. Notwithstanding anything to the contrary contained in this Section, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to Article 11 hereof without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Documents, nor consent to any departure by the Borrower or any Subsidiary therefromtherefor, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (ei) change the percentage aggregate unpaid principal amount of Lenders which the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, ; (fii) amend Section 2.11 or this Section 9.018.01; (iii) reduce the principal of, or interest on (g) amend including, without limitation, the definition rate of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyinterest), (i) permit the Borrower Notes or any Subsidiary to enter into any merger fees or consolidation with or into any other Person or amend Section 6.04(a), amounts payable hereunder; or (jiv) release postpone the Maturity Date or any Collateral securing date fixed for any payment of interest on the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Notes or any fees or other amounts payable hereunder; and provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentNote. No Lender Notwithstanding anything herein to the contrary, the Borrower, the Lenders and the Administrative Agent hereby agree that an additional lender may accede to this Agreement and make an additional advance to the Borrower in the amount of up to U.S. $10,000,000, which advance shall, when made, be treated as an Advance hereunder for all purposes hereof, without the necessity of such further approval or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result consent of the existence of obligations owed to it under Hedge ContractsLenders. Such accession shall be made by a written instrument entered into among the Borrower, such additional lender and the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders applicable Loan Party and signed or consented to by the Administrative Agent 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Term Commitments or (y) the aggregate unpaid principal amount of the Term Advances that, in each case, shall be required for the Lenders or any of the conditions specified in Section 3.01them to take any action hereunder, (bii) release the Borrowers (or any of them) with respect to the Obligations (except to the extent permitted pursuant to the last sentence of Section 5.02(d)) or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor's liability with respect to the Guaranteed Obligations, (iii) release all or substantially all of the Collateral (other than pursuant to Section 5.02(e) or 9.11), (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Term Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cvi) reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provided by Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.15); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Collateral Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderCollateral Agent, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive waive, modify or eliminate any of the conditions specified in Section 3.01Articles IV or VI, (bii) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, the Notes any Loan, any Applicable Margin or any fees or other amounts payable hereunder or under any (other Loan Documentthan fees payable to the Administrative Agent pursuant to Section 2.02(c)), (div) extend the Credit Termination Date or postpone any date fixed for any payment of principal of, or interest on, the Notes any Loan or any fees or other amounts payable hereunder or extend (other than fees payable to the Maturity Date or the Commitment Termination DateAdministrative Agent pursuant to Section 2.02(c)), (ev) change the definition of "Required Lenders" contained in Section 1.01 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder, (vi) amend any Loan Document in a manner intended to prefer one or under more Lenders over any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (jvii) release any Collateral securing the Obligationsamend, except for releases of Collateral sold as permitted by waive or modify this Agreement and except for releases of Collateral as permitted under Section 8.08(b)11.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Collateral Agent, as applicable, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderCollateral Agent, as the case may beapplicable, under this Agreement or any other Loan Document. No Lender Any request from the Borrower for any amendment, waiver or any Affiliate of a Lender consent under this Section 11.01 shall have any voting rights under any Loan Document as a result of be addressed to the existence of obligations owed to it under Hedge ContractsAdministrative Agent and the Collateral Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Parent therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender which is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the initial Borrowing, Section 3.02, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (iii) release all or substantially all of the Collateral (other than pursuant to Section 8.12 hereof), (iv) permit the creation, incurrence, assumption or existence of any Lien on any material portion of Collateral to secure any Obligations other than (A) Obligations owing to the Lenders and the Facility Agents under the Loan Documents and (B) other Debt secured thereby pursuant to the terms of the Collateral Documents as in effect on the date of the initial Borrowing, (v) release any Guaranty of any Guarantor other than in connection with the sale of such Guarantor as permitted under this Agreement or permitted by a duly executed waiver or consent hereunder or (vi) amend this Section 8.01 or Section 8.12, (b) increase no amendment, waiver or consent shall, unless in writing and signed by the Borrowing Base Required Lenders and each Lender affected by such amendment, waiver or the Commitments of the Lendersconsent, (ci) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (dii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eiii) change the percentage order of Lenders which shall be required for the Lenders or application of any of them to take prepayment set forth in Section 2.05 in any action hereunder or under any other Loan Documentmanner that materially affects such Lender, (fc) amend Section 2.11 no amendment, waiver or this Section 9.01consent shall, (g) amend unless in writing and signed by the definition of “Majority Lenders,” (h) release any Guarantor from its obligations Required Lenders and, for each Facility directly affected by such amendment, waiver or consent, each Lender that has a Commitment under any Guaranty other than as a result of a transaction permitted herebysuch Facility, (i) permit increase the Borrower Commitments of such Lender or subject such Lender to any Subsidiary to enter into any merger additional obligations or consolidation with or into any other Person or (ii) amend Section 6.04(a)2.03(c) or 2.05(b)(ii) and (d) no amendment, waiver or (jmodification of Section 5.04(c) release any Collateral securing the Obligations, except for releases shall be effective unless in writing and signed by a Supermajority of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Lenders; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Swing Line Bank or the Issuing Lender Fronting Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Fronting Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by a Facility Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Facility Agent or the Issuing Lender, as the case may be, under this Agreement or any other Note. Any request by any Loan Document. No Lender Party for an amendment or waiver of any Affiliate provision of a Lender shall have any voting rights under any Loan Document as shall be made by such Loan Party by giving a result of written request therefor to the existence of obligations owed to it under Hedge ContractsDocumentation Agent.

Amendments, Etc. No An amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor a consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingbe effective to: (a) waive any of the conditions specified in Section 3.01Article III, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of any Advance or the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthis Agreement, (f) amend Section 2.11 or this Section 9.019.1, (g) amend the definition amend, waive or consent to any departure of “Majority Lenders,” any provision in Article VI or (h) except as provided below, release any Guarantor Borrower or Holding or any Restricted Affiliate from its obligations under any Guaranty other than as a result of a transaction permitted herebyguarantee in Article VI, (i) permit the Borrower Holding Guarantee or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Restricted Affiliate Guarantee, or (j) release any Collateral securing as the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)case may be; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the Issuing Lender CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, CAF Advance Agent under this Agreement or any other Loan Document. No Lender or any Affiliate Note; provided, still further, that the guarantee of a Lender Borrower under Article VI and of a Restricted 70 65 Affiliate under its Restricted Affiliate Guarantee shall have any voting rights be released automatically upon (i) the sale by the Company of such Borrower or Restricted Affiliate, provided that such sale is permitted under any Loan Document as this Agreement, or (ii) such Borrower or Restricted Affiliate ceasing to be a result of the existence of obligations owed to it under Hedge ContractsBorrower or a Restricted Affiliate hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01, Article III; (b) increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Agent for its own account, or under to any other Loan DocumentLender pursuant to Section 2.13 or Section 2.17), (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances, or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.018.1, (g) amend release any collateral for the definition obligations of “Majority Lenders,” the Borrower hereunder or (h) release change or waive any Guarantor from its obligations under any Guaranty other than as a result provision of a transaction permitted hereby, (i) permit the Borrower Section 2.18 or any Subsidiary to enter into any merger other provision of this Agreement or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing Loan Document requiring pro rata treatment of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Lenders; and provided, further, that (i) no amendment, waiver or consent shallshall affect the rights or duties of the Agent under this Agreement or any Term Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect (ii) that no amendment, waiver or consent shall change or waive any provision of Section 2.13 or Section 2.17, unless such amendment, waiver or consent is in writing and signed by each Lender directly affected thereby, in addition to the rights or duties Lenders required above to take such action and (iii) that this Agreement may be amended and restated without the consent of the Administrative Agent any Lender or the Issuing Agent if, upon giving effect to such amendment and restatement, such Lender or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Agent, as the case may be. Anything herein to the contrary notwithstanding, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that in no event shall any amendment, waiver or consent purport to (A) reduce the principal of, or interest on, the Advances made by such Defaulting Lender, or any Applicable Margin or any fees or other amounts payable to such Defaulting Lender, (B) postpone any date fixed for any payment of principal of, or interest on, the Advances made by such Defaulting Lender, or (C) amend this Section 8.1 in a manner that affects such Defaulting Lender adversely, in each case without the affirmative consent of such Defaulting Lender, provided that if any such amendment, waiver or consent has been approved by all Lenders which are not Defaulting Lenders, and such Defaulting Lender shall have failed to have furnished either its approval or disapproval of such amendment, waiver or consent within the period of ten Business Days after its receipt of a written request to do so, then such Defaulting Lender shall be deemed to have given its affirmative consent. If the Borrower and the Agent agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, under this Agreement or the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase such portion of outstanding Advances of the other Loan Document. No Lenders and/or make such other adjustments as the Agent may determine to be necessary to cause the Credit Exposure of the such Lender to be in accordance with its Percentage immediately prior to its becoming a Defaulting Lender or any Affiliate a Potential Defaulting Lender, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Percentage of each Lender will automatically be adjusted on a Lender shall have any voting rights under any Loan Document as a result prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the existence Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of obligations owed to it under Hedge Contractsany claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any of the conditions specified in Section 3.013.1 or 3.2, (b) increase the Borrowing Base or the Commitments Commitment of the LendersBanks, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Credit Document, (f) amend Section 2.11 2.10 or this Section 9.019.1, (g) amend the definition of “Majority LendersBanks,” (h) release any Guarantor from its obligations under any Guaranty (other than as a result of a transaction provided in Section 8.11(b) or as otherwise permitted herebyby the Credit Documents), (i) permit release any Collateral (other than as provided in Section 8.11(a) or as otherwise permitted by the Borrower Credit Documents) in any transaction or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)series of related transactions, or (j) release except with respect to a Defaulting Bank, change any Collateral securing provision which provides for payment to be distributed to the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Banks in accordance with their Pro Rata Shares; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any voting rights under right to approve or disapprove any Loan Document as a result amendment, waiver, or consent hereunder, except that the Commitment of such Bank may not be increased or extended without the existence consent of obligations owed to it under Hedge Contractssuch Bank.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which Borrower is a party, nor any consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by Agent, the Majority Required Lenders and the Borrower, 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 no amendment, waiver, or consent or forbearance to act with respect thereto shall, unless in writing and signed by Agent, all of the LendersLenders and Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders or Agent to any additional obligations; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ed) change the percentage of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; or under (e) change any other Loan Documentprovision contained in, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary definition used in connection with, this SUBSECTION 13.3. Notwithstanding anything to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)the contrary contained in this Section, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to SECTION 12 hereof without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the 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 no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders other than as provide in Section 2.16, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(other than as provided in Section 2.15), (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyGuaranty, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b), or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Collateral Trust and Intercreditor Agreement; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Revolving Credit Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agents or the Issuing Lender 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 the Issuing LenderPaying Agent, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1 of any Guaranty or release such Guarantor or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties other than, in the case of any Subsidiary Guarantor, to the extent permitted under the Subsidiary Guaranty, (iv) release any material portion of the Collateral in any transaction or series of related transactions (except to the extent permitted by Section 5.02(e)) or permit the creation, incurrence, assumption or existence of any Lien (other than Liens permitted under Section 5.02(a)) on any material portion of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents and other than Debt owing to any other Person, provided that, in the case of any Lien on any material portion of the Collateral to secure Debt owing to any other Person (other than Liens permitted under Section 5.02(a)), (A) the Borrower shall, on the date such Debt shall be incurred or issued, prepay the Advances pursuant to, and in the order of priority set forth in, Section 2.06(b)(ii) in an aggregate principal amount equal to the amount of the Net Cash Proceeds thereof to the extent required to do so under Section 2.06(b)(ii), (B) such Lien shall be subordinated to the Liens created under the Loan Documents on terms acceptable to the Required Lenders and (C) the Required Lenders shall 170 140 otherwise permit the creation, incurrence, assumption or existence of such Lien and, to the extent not otherwise permitted under Section 5.02(b), of such Debt, (v) amend this Section 8.01, or (vi) limit the liability of any Loan Party under any of the Loan Documents, (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under the Term Loan Facility, AXELs Series A Facility, AXELs Series B Facility, Acquisition Facility, Acquisition B Facility or Working Capital Facility if affected by such amendment, waiver or consent, (i) increase the Borrowing Base or the Commitments of the Lenderssuch Lender or subject such Lender to any additional obligations, (cii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eiv) change the percentage allocation or the order of Lenders which shall be required for the Lenders application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender and (c) no amendment, waiver or any of them to take any action hereunder or under any other Loan Documentconsent shall, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, unless in writing and signed by (i) permit the Borrower or Required Lenders, each Acquisition Lender and each New AXELs Series B Lender, waive any Subsidiary to enter into any merger or consolidation with or into any other Person or amend of the conditions specified in Section 6.04(a)3.04 or, in the case of the making of New AXELs Series B Advances, Section 3.02 or (jii) release the Required Lenders and each Acquisition B Lender, waive any Collateral securing of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under conditions specified in Section 8.08(b)3.05; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Administrative Agent Lenders required above to take such action, affect the rights or obligations of the Issuing Lender Banks under this Agreement; and 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 the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the either Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders both Borrowers and the BorrowerRequired Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that notwithstanding anything else contained herein, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive or change any of the conditions specified in Section 3.01Article III, (bii) increase the Borrowing Base or the Commitments of the LendersLenders or subject Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, the Notes or reduce any facility fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment in respect of principal of, or interest on, the Notes or the payment of any facility fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datewaive any Event of Default, (ev) change the percentage Commitment Percentage of any Lender, the definition of "Required Lenders" or the number or identity of Lenders which shall be that is required for any or all of the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) release the Lien of Lenders on any of the Collateral, except as provided herein, (vii) amend Section 2.11 or this Section 9.0110.2 or Section 10.6, (gb) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or Required Lenders, amend the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties definitions of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts."Eligible Conforming Mortgage Loan," "

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter), nor DSR Note or consent to any departure by the Borrower or any Subsidiary Company therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to (in writing) by the Majority Lenders and Required Banks (and, in the Borrowercase of amendments, 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, that (A) no amendment, waiver, waiver or consent shall, unless in writing and signed or consented to (in writing) by all of the Lenders, Banks do any of the following: (ai) waive any of the conditions specified in Section 3.01, Article 3; (bii) increase the Borrowing Base or the Commitments of the Lenders, Banks or subject the Banks to any additional obligations; (ciii) reduce the principal of, or interest on, the Notes DSR Loans or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (div) postpone any date fixed for any (a) payment of principal of, or interest on, any DSR Loans (b) reimbursement of drawings under the Notes DSR Letter of Credit or any (c) payment of fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ev) change the percentage of Lenders which shall be the Commitments or the number of Banks, required for the Lenders Banks or any of them to take any action hereunder hereunder; or under any other Loan Document, (fvi) amend Section 2.11 or this Section 9.019.1; (B) no amendment, waiver or consent shall, unless in writing or consented to (gin writing) amend by the definition Issuing Bank, affect the rights and obligations of “Majority Lenders,” the Issuing Bank hereunder; (hC) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Persons required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or Credit Document and (D) any Affiliate provision that is a part of a Lender shall have any voting rights under any Loan Document this Agreement as a result of an incorporation by reference to the existence Indenture shall be amended or waived as provided in Section 2.5 of obligations owed to it under Hedge Contractsthe Collateral Agency Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and Required Lenders, or by the BorrowerAdministrative Agent acting 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, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01Sections 3.1, 3.2 and 3.3, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) extend the Termination Date or postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01release the Guarantor from any of its obligations under the Guaranty, (g) amend release any portion of the definition Collateral or change the amount of “Majority Lenders,” the Collateral required to be pledged in favor of the Secured Parties hereunder, or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.1; and provided, further, provided further that no amendment, waiver or consent shall, shall affect the rights or duties of the Administrative Agent under any Loan Document or any Advance unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), --------------- Documents nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, unless in writing and ------- signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01Sections 4.1, 4.2 and 4.3, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01any of the provisions in Sections 3.6 through 3.12, (g) amend alter or limit the definition obligation of “Majority Lenders,” 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 (k) release any Guarantor from its obligations or liabilities under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Loan Document, or (j) release limit or reduce such obligations or liabilities in any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)material respect; and provided, further, that no amendment, waiver or consent shall, -------- ------- unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No ; and provided, further, that no amendment, -------- ------- waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above to take such action, alter or effect the obligations of the Issuing Bank under Section 2.5 or effect the rights or duties of the Issuing Bank under Article VIII; and provided, further, that no waiver or -------- ------- consent shall unless in writing and signed by the affected Lender or the Issuing Bank, as the case may be, waive the rights of that Lender or the Issuing Bank to receive any Affiliate of a Lender shall have any voting rights payment or compensation under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsSections 3.6 through 3.12.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower and the BorrowerMajority Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiverwaiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following: (a) increase the Commitment of any Lender or subject it to any additional obligations, (b) reduce the principal of, or interest on, any Loan, any Reimbursement Obligation or any fee or other amounts payable hereunder or (c) postpone any date fixed for any payment of principal of, or interest on, any Loan or Reimbursement Obligation or any fee or other amount payable hereunder, or extend any Letter of Credit (other than an extension thereof pursuant to an “evergreen provision” or other similar automatic renewal provisions or as contemplated by Section 2.03); and provided further that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or Reimbursement Obligations, or the number or percentage of Lenders which that shall be required for the Lenders or any of them to take or approve, or direct the Administrative Agent to take, any action hereunder or under any other Loan Document, Document (f) amend Section 2.11 or this Section 9.01, (g) amend including as set forth in the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby”), (iiii) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a)8.01, or (jiv) release change or waive any Collateral securing the Obligationsprovision of Section 2.13(a), except for releases any other provision of Collateral sold as permitted by this Agreement and except for releases or any other Loan Document requiring pro rata treatment of Collateral as permitted under Section 8.08(b)any Lenders; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Fronting Bank or the Issuing Lender L/C Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Fronting Bank, or the Issuing LenderL/C Agent, as the case may beapplicable, under this Agreement or any other Loan Document. No Lender or any Affiliate This Agreement and the other agreements and instruments referred to herein constitute the entire agreement of a the parties with respect to the subject matter hereof and thereof. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any voting rights under right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms treats any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document as a result if the same is not objected to in writing by the Majority Lenders within five Business Days following the posting of such amendment to the existence of obligations owed to it under Hedge ContractsLenders.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders 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 no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Revolving Credit Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment or mandatory prepayment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 release any Collateral in any transaction other than (x) sales of Inventory in the ordinary course of business or this Section 9.01(y) in connection with the sale of any assets listed on Schedule 5.02(d) or permit the creation, incurrence, assumption or existence of any Lien on any Collateral to secure any obligations other than obligations owing to the Secured Parties under the Loan Documents or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No , (y) no amendment, waiver or consent of Section 8.07(i) 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 Affiliate of a Lender shall have any voting rights under any other Loan Document as a result and (z) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in additions to the Lenders required above to take such action, adversely affect the rights or obligations of the existence of obligations owed to it Issuing Banks under Hedge Contractsthis Agreement.