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 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 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 each of the LendersLenders affected thereby, do any of the following: (a) waive any increase the Commitments of the conditions specified in Section 3.01such Lender, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) 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, (dc) 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 date of termination of such Lender’s Commitment, (d) release the Commitment Termination DateCompany from any of its obligations under Article VII, (e) require the duration of an Interest Period to be more than six months if such period is not available to all Lenders, (f) 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; 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)9.01; and provided, further, provided further that (w) 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 Note, (x) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Line Agent under this Agreement or any Note, (y) 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 the Issuing Banks in their capacities as such under this Agreement and (z) no amendment, waiver or 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 or obligations of the Swing Line Banks under this Agreement; and provided further, that nothing contained in this Section 9.01 will require any Borrower or the Administrative Agent to seek the consent of any Lender in order to make any technical amendments to cure ambiguities or defects or make related modifications to any provision of a 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 2.19, 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, the Notes, or any other Loan Document (other than the Fee Letter)Document, 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 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 waive, modify or eliminate any of the conditions specified in Section 3.01Article V, (b) increase the Borrowing Base Commitment of any Lender hereunder or increase the Commitments of the LendersLenders that may be maintained hereunder or increase any Borrower Sublimit 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 or under any (other Loan Documentthan fees payable to the Administrative Agent pursuant to Section 2.02(b) hereof), (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 under the Maturity Date or Loan Documents (other than fees payable to the Commitment Termination DateAdministrative Agent pursuant to Section 2.02(b) hereof), (e) change the percentage of 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 the Loan DocumentDocuments, (f) amend Section 2.11 any Loan Document in a manner intended to prefer one or this Section 9.01more Lenders over any other 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)10.01; and provided, further, that 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 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 ContractsDocument.

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), 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)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 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, 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. 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. (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. (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)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)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 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, 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, 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. (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. 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 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 waive, modify or eliminate any of the conditions specified in Section 3.01Article V, (b) increase the Borrowing Base Commitment of any Lender hereunder or increase the Commitments of the LendersLenders that may be maintained hereunder or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes 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 Notes or any fees or other amounts payable hereunder or extend under the Maturity Date or the Commitment Termination DateLoan Documents, (e) 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 or under any other the Loan DocumentDocuments, (f) amend Section 2.11 any Loan Document in a manner intended to prefer one or this Section 9.01more Lenders over any other 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)10.01; and provided, further, that 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 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 ContractsDocument.

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. (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, 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. 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, 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. 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 (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. (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, 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. 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, 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 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. No Except as otherwise provided in this Agreement, including, without limitation, Section 2.5 with respect to the implementation of a Benchmark Replacement or Conforming Changes (as set forth therein), no amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Operative 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 Required Participants (and in the Borrowercase of any amendment, the applicable Credit Party), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (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, provided that no amendment, waiver or consent shall, unless in writing and signed by all the Administrative Agent Participants do any of the following: (i) waive any of the conditions specified in Section 2.1 or 13.1, (ii) increase the Participating Commitment Amounts or contractual obligations of the Participants to Servicer or Sponsor under this Agreement, (iii) reduce the principal of, or interest on, the Participation Certificates or any fees hereunder, (iv) postpone any date fixed for the payment in respect of principal of, or interest on, the Participation Certificates or any fees hereunder, (v) agree to release any Guarantor from its obligations under any Guaranty Agreement (other than the release of a Guarantor in connection with its designation as an Unrestricted Subsidiary pursuant to the terms of Section 6.14) or the Issuing Lender Sponsor from its obligations pursuant to this Agreement, (vi) modify the definition of “Required Participants,” (vii) modify Section 2.9, Section 2.11, Article IV, Article X or this Section 15.2, (viii) release all or substantially all collateral (if any) securing any of the Guaranteed Obligations or agree to subordinate any Lien in all or substantially all of the collateral securing the Guaranteed Obligations to any other creditor of Holdings, the Sponsor or any Restricted Subsidiary, without the written consent of each Participant, (ix) change Section 2.7 in a manner that would alter the ratable reduction or termination of the Facility Commitments required thereby, without the written consent of each Participant, or (x) subordinate the payment priority of the Guaranteed Obligations or subordinate the Liens granted to the Servicer (for the benefit of the holders of the Guaranteed Obligations) in the Collateral, without the written consent of each Participant. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Servicer in addition to the Lenders Participants 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, Servicer under this Agreement or under any other Operative Document or Loan Document. No Lender In addition, notwithstanding the foregoing, (x) the Servicer and the Sponsor may, without the consent of or notice to the Participants, enter into amendments, modifications or waivers with respect to the Servicing Agreement and the Fee Letter as long as such amendments or modifications do not conflict with the terms of this Agreement and (y) the Servicer and the Sponsor shall be permitted to amend any provision of the Operative Documents (and such amendment shall become effective without any further action or consent of any other party to any Operative Document) if the Servicer and the Sponsor shall have jointly identified an obvious error or any Affiliate error or omission of a Lender technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Participant 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 Participating Commitment of such Defaulting Participant may not be increased or extended, and amounts payable to such Defaulting Participant hereunder may not be permanently reduced without the existence consent of obligations owed to it under Hedge Contractssuch Defaulting Participant (other than reductions in fees and interest in which such reduction does not disproportionately affect such Defaulting Participant).

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 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, Agreement or the Revolving Credit 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 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, (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 Revolving Credit 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 Revolving Credit 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 Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend release the Company from it obligations under Section 2.11 7.01 or this Section 9.01otherwise limit the guaranty liability of the Company hereunder, (g) amend release all or substantially all of the definition Collateral in any transaction or series of “Majority Lenders,” 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 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 Note and (y) no amendment, waiver or consent of Section 9.07(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 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 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 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, 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, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Note, 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 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: (a) waive any of the conditions specified in Section 3.013.01 without the written consent of each Bank, (b) increase the Borrowing Base Commitment of any Bank or subject any Bank to any additional obligations without the Commitments written consent of the Lenderssuch Bank, (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, without the written consent of each Bank affected thereby, (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 without the Maturity Date or the Commitment Termination Datewritten consent of each Bank affected thereby, (e) change amend the percentage definition of Lenders which shall be required for "Required Banks" without the Lenders written consent of each Bank; or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 2.14 or this Section 9.01, (g) amend 8.01 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)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 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 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 obligations owed to it any Issuing Bank 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 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, 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, 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 amendment, modification, termination, or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than to which the Fee Letter)Borrower is a party, nor consent to any departure by the Borrower or from any Subsidiary therefromLoan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, unless in writing and signed by all the LendersBanks and the Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b1) increase the Borrowing Base or the Commitments of the Lenders, Banks (cexcept as provided in Section 2.22) or the Swing Loan Commitment of the Swing Line Bank or subject the Banks to any additional obligations; (2) reduce the principal of, or interest on, the Notes or any fees or (other amounts payable hereunder or under any other Loan Document, than the Agent's fees) hereunder; (d3) 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 than the Maturity Date or the Commitment Termination Date, Agent's fees) hereunder; (e4) 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 (including, without limitation, any change in the number of Banks required to extend the Termination Date under the provisions of Section 2.19); (5) release any Significant Guarantor; or under (6) amend, modify or waive any other Loan Document, (f) amend Section 2.11 provision of Article X or this Section 9.0111.01; and, provided further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent or the Swing Line Bank (gas applicable) amend in addition to the definition Banks required above to take such action, affect the rights or duties of “Majority Lenders,” the Agent or the Swing Line Bank (has applicable) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebythe Loan Documents; and, (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 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 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 Bank under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsLoan Documents.

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, 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 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 Term Loan Outstandings, (cii) reduce the principal of, or interest on, the Notes Term Loan 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 Term Loan or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (eb) unless in writing and signed by all of the Lenders, do any of the following: (i) change the percentage aggregate unpaid principal amount of Lenders which the Term 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, (fii) other than in accordance with Section 8.13, 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 this Section 8.01, (iv) amend Section 2.11 6.01(g) or this waive any provision of Section 9.016.01(g) or any change of control resulting therefrom, (gv) amend Section 6.01(l), (vi) change the definition of the terms Required Lenders or Supermajority Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder, (vii) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document or other than in accordance with Section 5.01(d), release the Borrower from all of its obligations hereunder, (viii) 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 herebyEligible Assignee, (iix) 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)2.12, or (jx) release except as set forth herein or in the Intercreditor Agreement, consent to the subordination of the Term Loan to any Collateral securing the ObligationsDebt, 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, (c) unless in writing and signed by the Administrative Supermajority Lenders, (i) amend the definition of “Borrowing Base” (and the component definitions therein), (ii) increase any advance rate percentage set forth in the definition of “Borrowing Base”, (iii) remove any previously established Availability Reserve, (iii) amend the Intercreditor Agreement, (iv) amend or waive any provision of Section 5.01(j)(iii) or (v) amend or waive any provision of Section 5.03; provided that the foregoing shall not (except as otherwise provided in this Agreement and in respect of changes in methodology of calculating Availability Reserves) limit the discretion of the Agent to change or establish reserves, or (d) unless in writing and signed by the Issuing Lender Agent (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VII 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 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, 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 or, where indicated below, all affected Lenders in addition to the Required 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 them to take any action hereunder, (ii) release any Borrower with respect to the conditions specified Obligations, (iii) reduce or limit the obligations of the Parent Guarantor under Article VII or release the Parent Guarantor or otherwise limit the Parent Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iv) except as otherwise contemplated in Section 3.015.01(j), release any Guaranty that constitutes a material portion of the value of the Guaranteed Obligations (excluding any release of the Guaranty provided by that Parent Guarantor which shall be governed by clause (iii) above), (bv) amend Section 2.13 or this Section 9.01, (vi) increase the Borrowing Base Commitment of any Lender or subject any Lender to any additional obligations (except, in each case, to the Commitments extent contemplated in Section 2.18, Section 2.19 or Section 2.20) without the consent of the Lenderssuch Lender, (cvii) reduce the principal of, or interest on, the Notes Advances of any Lender (except to the extent of any reduction resulting from a Reallocation effected pursuant to Section 2.19 or Section 2.21(a)), or any fees or other amounts payable hereunder or under to any other Loan DocumentLender in each case without the consent of such Lender, (dviii) 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 to any Lender in each case without the consent of such Lender, (ix) 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, (f) amend Section 2.11 or this Section 9.01, (gx) amend the definition of “Majority Lenders,” (h) release Committed Foreign Currencies, Multicurrency Committed Foreign Currencies, Australian Commited Currencies, Singapore Commited Currencies or European Commited Currencies without the consent of 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)affected Lender, or (jxi) release any Collateral securing amend clause (iv) or clause (v) of Section 5.01(p) without the Obligationsconsent of each affected Lender; provided further that no amendment, except for releases waiver or consent shall, unless in writing and signed by the applicable Swing Line Bank or the applicable Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of Collateral sold such Swing Line Bank or of such Issuing Bank, 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 or all affected Lenders and that has been consented to by the Required Lenders, then the Operating Partnership shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given at any time after the date on which such consent was first 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 Borrowers and approved by the Administrative Agent (such approval not to be unreasonably withheld) or to another Lender (a “Replacement Lender”). No The Replacement Lender shall purchase such interests of the Non-Consenting Lender at par 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, however the Non-Consenting Lender shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to such assignment. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrowers given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section 9.01(b). 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 Borrowers or the Administrative Agent or a waiver of any claims against the Borrowers or the Administrative Agent by the Non-Consenting Lender. (c) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Advances 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. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Documents, nor consent to any departure by the Borrower or any Subsidiary 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 do any of the following: (a) waive any of the conditions specified in Section 3.014.1, (b) increase the Borrowing Base Commitments or other contractual obligations of any Lender to the Commitments of the LendersBorrower under this Agreement, (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 the Commitments, or the number or identity of the Lenders which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (d) release any material Subsidiary from liability under the Subsidiary Guaranty, (e) release any other Loan Document, material Collateral; (f) amend Section 2.11 or this Section 9.01modify the definition of "Required Lenders", (g) amend the definition of “Majority Lenders,” modify this Section 10.2; (h) release reduce the principal of, or rate of interest or fees on, the Loans, or subordinate any Guarantor from its obligations under rights of any Guaranty other than as a result Lender with respect to such Lender's Loans, or (i) postpone or extend any scheduled date fixed for the payment in respect of a transaction permitted herebyprincipal of, or interest or fees on, the Loans hereunder. Notwithstanding the foregoing, (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 hereinabove 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 under any other Loan Document. No Document and (ii) any Lender or may, without the consent of any Affiliate other Lender, waive its right to receive its share of a Lender shall have any voting rights under any Loan Document as a result mandatory prepayment of the existence of obligations owed to it under Hedge Contractsits Loans hereunder.

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 Majority Lenders, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or Company 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 BorrowerAdministrative Agent acting with the consent of the Majority Lenders; provided that: (a) no modification, and then such supplement or 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 by an instrument signed by all of the LendersLenders or by the Administrative Agent acting with the consent of all of the Lenders (i) increase or extend the term of the Commitments, do or extend the time or waive any requirement for the reduction or termination of the Commitments, (ii) extend any date fixed for the payment of principal of or interest on any Loan, the Reimbursement Obligations or any fee hereunder (other than any fee payable solely for account of the Administrative Agent, the Swingline Bank or the Issuing Bank), (iii) reduce the amount of any such payment of principal or Reimbursement Obligations, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder (other than any fee payable solely for account of the Administrative Agent, the Swingline Bank or the Issuing Bank), (v) increase the rights or reduce the obligations of the Company to prepay Loans, (vi) alter the terms of any of Sections 4.02, 4.07 and 11.10 hereof or this Section 12.04, (vii) modify the following: definitions of the terms "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, (aviii) waive any of the conditions specified precedent set forth in Section 3.017 hereof, (ix) release any Subsidiary Guarantor from any of its obligations under Section 6 hereof (except as provided in Section 6.09 hereof) or (x) permit any Obligor to sell all or substantially all of its Property (except as expressly provided in this Agreement); and (b) increase the Borrowing Base or the Commitments any modification of any of the Lenders, (c) reduce rights or obligations of the principal of, or interest onAdministrative Agent, 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 Swingline Bank or the Issuing Lender in addition to Bank hereunder shall require the Lenders required above to take such action, affect the rights or duties consent of the Administrative Agent Agent, the Swingline Bank or the Issuing Lender, Bank (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 the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower, the Guarantor 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 Lenderseach Lender 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 LendersLenders or subject the 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 or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Revolving Credit 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 Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend reduce or limit the obligations of the Guarantor under Section 2.11 7.01 or this Section 9.01release the Guarantor or otherwise limit the Guarantor's liability with respect to its obligations under Article VII, (g) amend change the definition manner of “Majority Lenders,” application of any payments made under this Agreement or the Notes 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 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, 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 the Guarantor 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 54 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 Revolving Credit 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 Revolving Credit 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 Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend reduce or limit the obligations of the Guarantor under Section 2.11 8.01 or this Section 9.01, release or otherwise limit the Guarantor's liability with respect to the obligations owing to the Agent and the Lenders under Article VIII 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)9.01; 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 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) 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 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 reduce or limit the obligations of the Guarantor under Section 2.11 7.01 or this Section 9.01, 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 (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)9.01; 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 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, that 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 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (bii) increase change the Borrowing Base number of Lenders or the Commitments percentage of (x) the WC 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 Borrower under Section 7.01 or release such Borrower or otherwise limit such Borrower's liability with respect to the obligations owing to the Agents and the Lenders, (civ) amend this Section 9.01, (v) increase the WC Commitments of the Lenders or subject the Lenders to any additional obligations, (vi) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (other than under any other Loan DocumentSection 2.07), (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 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 under Section 6.04(a2.07), 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 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(d), 2.18, 2.19, 2.20, 2.21 or 9.09).

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, 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 or, where indicated below, all affected Lenders in addition to the Required Lenders, do any of the followingfollowing at any time: (ai) waive change the 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, (ii) release any Borrower with respect to the conditions specified Obligations, (iii) reduce or limit the obligations of the Parent Guarantor under Article VII or release the Parent Guarantor or otherwise limit the Parent Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iv) except as otherwise contemplated in Section 3.015.01(j), release any Guaranty that constitutes a material portion of the value of the Guaranteed Obligations (excluding any release of the Guaranty provided by that Parent Guarantor which shall be governed by clause (iii) above), (bv) amend Section 2.12 or this Section 9.01, (vi) increase the Borrowing Base Commitment of any Lender or subject any Lender to any additional obligations (except, in each case, to the Commitments extent contemplated in Section 2.15 or Section 2.16) without the consent of the Lenderssuch Lender, (cvii) reduce the principal of, or interest on, the Notes Advances of any Lender, or any fees or other amounts payable hereunder or under to any other Loan DocumentLender in each case without the consent of such Lender, (dviii) 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 to any Lender in each case without the consent of such Lender, (ix) 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 Documentexcept as provided in Section 9.01(c), (f) amend Section 2.11 or this Section 9.01, (gx) amend the definition of “Majority Lenders,” (h) release Committed Foreign Currencies without the consent of 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), affected Lender or (jxi) release any Collateral securing amend clause (iv) or clause (v) of Section 5.01(p) 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)each affected Lender; 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 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 or all affected Lenders and that has been consented to by the Required Lenders, then the Operating Partnership shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given at any time after the date on which such consent was first 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 Borrowers and approved by the Administrative Agent (such approval not to be unreasonably withheld) or to another Lender (a “Replacement Lender”). The Replacement Lender shall purchase such interests of the Non-Consenting Lender at par 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, however the Non-Consenting Lender shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to such assignment. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrowers given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section 9.01(b). 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 Borrowers or the Administrative Agent or a waiver of any claims against the Borrowers or the Administrative Agent by the Non-Consenting Lender. (c) Notwithstanding any other provision of this Agreement, any Borrower may, by written notice to the Administrative Agent (which shall forward such notice to all Lenders) make an offer (a “Loan DocumentModification Offer”) to all Lenders to make one or more amendments or modifications to allow the maturity of one or more Tranches and/or Commitments of the Accepting Lenders (as defined below) to be extended and, in connection with such extension, to (i) increase the Applicable Margin and/or fees payable with respect to the applicable Tranches and/or the Commitments of the Accepting Lenders and/or the payment of additional fees or other consideration to the Accepting Lenders, and/or (ii) change such additional terms and conditions of this Agreement solely as applicable to the Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the Required Lenders under Section 9.01(a)) to be effective only during the period following the original maturity date in effect immediately prior to its extension by such Accepting Lenders) (collectively, “Permitted Amendments”). No Such notice shall set forth (A) the terms and conditions of the requested Permitted Amendments, and (B) the date on which such Permitted Amendments are requested to become effective (which shall not be less than 10 days nor more than 120 days after the date of such notice). Permitted Amendments shall become effective only with respect to the Tranches and/or Commitments of the Lenders that accept the Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Tranches and/or Commitments as to which such Lender’s acceptance has been made. The Loan Parties, each Accepting Lender and the Administrative Agent shall enter into a loan modification agreement (the “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence (x) the acceptance of the Permitted Amendments and the terms and conditions thereof and (y) the authorization of the applicable Borrower or Borrowers to enter into and perform its obligations under the Loan Modification Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any Loan Modification Agreement. Each party hereto agrees that, upon the effectiveness of a Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Tranches and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made. (d) 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, 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 2.08, 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 hereby, by 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 and except for releases of Collateral as permitted under Section 8.08(b); Agreement, or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the 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 . (b) In connection with any proposed amendment, supplement, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, if the consent of the holders of more than 75% of the sum of the aggregate unpaid principal amount of the Loans then outstanding to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender or whose consent is not obtained as described in this Section (b) being referred to as a “Non-Consenting Lender”), then, at any Affiliate of Borrower’s request, any assignee that is reasonably acceptable to the Administrative Agent (and that is not a Lender Non-Consenting Lender) shall have any voting rights under any Loan Document as a result the right, with the prior consent of the existence Administrative Agent (which consent shall not be unreasonably withheld or delayed), to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon such Borrower’s request, sell and assign to such assignee, at no expense to such Non-Consenting Lender (including with respect to any processing and recordation fees that may be applicable pursuant to Section 9.06(a), which shall be paid by the assignee or the Borrower), all the Loans of obligations owed such Non-Consenting Lender for an amount equal to it the principal balance of all Loans held by such Non-Consenting Lender and all accrued interest, fees and other amounts with respect thereto through the date of sale (including amounts under Hedge ContractsSections 2.04, 2.09, 2.10 and 2.11), such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance in accordance with Section 9.06 (which Assignment and Acceptance need not be signed by such Non-Consenting 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 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 3.014.01, (b) increase or extend the Borrowing Base Commitment of any Lender or the Commitments of the LendersAggregate Commitment other than pursuant to Section 2.23, (c) reduce the principal of, or interest (or rate of interest) on, the Notes any Advance or any fees Fee 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 or any fees Fee 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 other than pursuant to a transaction permitted by the terms of this Agreement, release any Subsidiary Guarantor from its obligations under the Guarantees or this Section 9.01release any material portion of the Collateral, (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)9.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by (i) relating to the Administrative Agent or shall be effective without the written consent of the Administrative Agent and (ii) relating to the Issuing Lender Bank shall be effective without the written consent of the Issuing Bank in each case 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 be, be under this Agreement or any other Loan Document, (h) amend the definition of "Agreed Currencies". No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result The Administrative Agent may waive the payment of the existence fee required under Section 9.07(b)(iv) without obtaining the consent of obligations owed any of the Lenders, and (i) amend or waive any provision providing for the pro rata nature of disbursements by or payments to it under Hedge Contractsthe Lenders.

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 any of 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 Required First Lien Lenders, the Borrower, the Guarantors (if applicable) and the BorrowerAgents, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that: (a) no amendment, waiver, or consent shall, unless in writing and signed by all the LendersLenders holding Term B Loans and the 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, (ci) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentTerm B Loans, (dii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes Term B Loans, including, without limitation, the Termination Date for the Term B Loans, or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eiii) change the percentage number of Term B Lenders holding Term B Loans which shall be required for the such Lenders or any of them to take any action hereunder or under any other Loan Document; (b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders holding Revolving Credit Loans or Revolving Credit Commitments and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Credit Loans, (fii) other than Section 2.08, postpone or extend any date fixed for any payment of principal of, or interest on, the Revolving Credit Loans, including, without limitation, the Termination Date for the Aggregate Revolving Credit Commitments, or (iii) change the number of Lenders holding Revolving Credit Loans or Revolving Credit Commitments which shall be required for such Lenders to take any action hereunder or under any other Loan Document; (c) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 6.01, (ii) reduce any fees or other amounts payable hereunder or under any other Loan Document (other than those specifically addressed in this Section 12.04), (iii) increase the Aggregate Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 12.04), (v) other than as a result of acceleration pursuant to Section 10.02, change the Termination Date for the Term B Loans to a date that is earlier than one day after the then effective Termination Date for the Aggregate Revolving Credit Commitments, amend the amortization schedule thereof so as to accelerate the payments thereof, or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term B Loans that are required to be paid in any given year, (vi) amend Section 2.11 Sections 4.05 or this Section 9.0112.04, or any other provision in any Loan Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (g) amend the definition of “Majority Lenders,” (hvii) release any Guarantor from its obligations obligation under any the Guaranty other than Agreement or, except as specifically provided in the Loan Documents and 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 transactions permitted by the terms of this Agreement and Agreement, release all or a material portion of the Collateral except for releases of Collateral as permitted under Section 8.08(b)11.10; and providedor (viii) amend the definitions of "Required First Lien Lenders", further"Required Revolving Credit Lenders", that or "Required Term B Lenders"; (d) no Commitment of a Lender or any obligations of a Lender may be increased without such Lender's written consent; (e) no amendment, waiver, or consent shall, unless in writing and signed by the Required Revolving Credit Lenders and the Required Term B Lenders, adversely affect the interests, rights or obligations of the Lenders holding Revolving Credit Loans or Revolving Credit Commitments in a manner substantially different from the effect of such amendment, waiver or consent on the Lenders holding Term B Loans, it being understood that, if the excess of the Aggregate Revolving Credit Commitments over the sum of (i) the aggregate outstanding amount of all Revolving Credit Loans, plus (ii) the LC Exposure, plus (iii) the outstanding amount of all Swing Line Loans, is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Required Revolving Credit Lenders in addition to all other consents required hereunder; (f) no amendment, waiver, or consent shall, unless in writing and signed by the Required Revolving Credit Lenders and the Required Term B Lenders, amend or waive Section 2.08(b)(ii), (iii) or (iv) or adversely affect the interests, rights or obligations of the Lenders holding Term B Loans in a manner substantially different from the effect of such amendment, waiver or consent on the Lenders holding Revolving Credit Loans or Revolving Credit Commitments; (g) 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 ; (h) 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, affect the rights or duties of the Issuing Bank under this Agreement or any Affiliate of a other Loan Document; and (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender shall have any voting 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 Swing Line Lender under Hedge Contractsthis Agreement or any other Loan Document.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Credit Agreement or any other Loan Document (other than the Fee Letter)Credit Document, 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 (or by the Agent on their behalf), or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the BorrowerMajority Lenders (or by the Agent on their behalf), and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverthat, that notwithstanding the foregoing: (A) no amendment, waiverwaiver or consent shall, unless in writing and signed by all of the Lenders, increase the percentages in CLAUSE (A)(I) or (A)(II) of the definition of the term Borrowing Base. (B) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bI) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except pursuant to an increase in Commitments or obligations arising under SECTION 11.6 hereof); (II) except as otherwise expressly provided in this Credit Agreement, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or drawing under any other Loan Document, Letter of Credit or any fees hereunder; (dIII) postpone any date fixed for any payment in respect of principal of, or interest on, the Notes or for the reimbursement of any drawing under any Letter of Credit or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (eIV) change the percentage of Lenders which shall be required the Commitments, or any minimum requirement necessary for the Lenders or any of them the Majority Lenders to take any action hereunder or under any other Loan Document, hereunder; (fV) amend Section 2.11 or waive this Section 9.01SECTION 11.10, (g) amend or change the definition of “Majority Lenders,” ; (hVI) release except in connection with the financing, refinancing, sale or other disposition of any Guarantor from its obligations under any Guaranty other than as a result Collateral 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 providedthis Credit Agreement, further, that no amendment, waiver release Agent's Liens on all 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.115

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 Borrowers or any Subsidiary Lenders therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by Administrative Agent and Collateral Agent, in each case, at the Borrowerwritten direction 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 such waiver, amendment, waiver, or consent shall, unless in writing and signed by all Borrowers, each of the LendersLenders affected thereby, Administrative Agent and Collateral Agent do any of the following: : (a) waive increase or extend the Commitment of any of the conditions specified in Section 3.01, Lender; (b) increase postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Borrowing Base Lenders (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 onspecified herein, the Notes on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, or forgive, compromise, or cancel any of the Obligations; (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 the Commitments that is required for the Lenders or any of them to take any action hereunder hereunder; (e) amend this Section or under any provision of this Agreement providing for consent or other Loan Document, action by all Lenders; (f) amend release Collateral other than as permitted by Section 2.11 13.09, or this Section 9.01, subordinate any security interest or liens of Collateral Agent for the benefit of the Lenders; (g) amend change the definition of “Majority "Required Lenders,” "; (h) release Borrowers from any Guarantor from its obligations under Obligation for the payment of money, or agree to subordinate any Guaranty of the Obligations in right of payment to any other than as a result of a transaction permitted hereby, Indebtedness; (i) permit amend the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provisions of Section 6.04(a), or 3.03; (j) release permit the sale of all or substantially all of the Capital Stock of Borrowers or any Collateral securing of their respective Subsidiaries (except to the Obligations, except for releases of Collateral sold as extent necessary to effect a sale or disposition otherwise permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bhereunder); and providedor (k) change the definition of "Borrowing Base" or "Availability"; and, provided further, however, that (1) 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 actionAgent, 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 , (2) no amendment, waiver or consent shall, unless in writing and signed by Collateral Agent, affect the rights or duties of Collateral Agent under this Agreement or any Affiliate other Loan Document, and (3) each of a Lender the Lenders is hereby deemed to have instructed the Collateral Agent (A) to release its Liens as to the property which is the subject of any asset sale, assignment or other disposition of property or assets which is permitted hereunder without any further consent of any Lender, and (B) to take such other actions as are necessary or desirable to facilitate any such disposition. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of or with respect to Article XIII shall have any voting rights under not require the consent by or the agreement of any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsParty.

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, (eix) 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 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 Obligations, except for releases ratable account of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)the Lenders; 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 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 Affiliate of a Non-Consenting Lender shall have any voting rights under any Loan Document as a result be consummated in accordance with and subject to the provisions of the existence of obligations owed to it under Hedge ContractsSection 2.

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, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority 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; 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 Banks in Section 3.01excess of $300,000,000, (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 provided, 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 In addition, none of the following decisions shall be made without the written consent of the Required Lenders: (a) release any Guarantor except the Parent from its obligations under any of the Guaranties, provided that the Administrative Agent can (i) release any Supplemental Guarantor from its obligations under any of 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; (b) release any Person from its obligations under any of the Environmental Indemnities; (c) any determination to make a Borrowing after the occurrence and during the continuance of an Event of Default; (d) increases the maximum duration of Interest Periods permitted under this Agreement; (e) any waiver or any Affiliate amendment to the financial covenants contained in Article VII of a Lender shall have this Agreement or any voting rights definitions used therein; (f) any material waiver or modification of the covenants contained in Article V or Article VI; (g) amends any of the definitions that are used in the definition of "Borrowing Base"; (h) any amendment, supplement or modification to, or waiver of, the provisions of Section 8.01 of this Agreement; (i) any determination to send notice to the Borrower of, or otherwise declare, an Event of Default pursuant to Section 8.01 of this Agreement; (j) any determination to accelerate the Obligations pursuant to Section 8.02 of this Agreement; (k) any exercise remedies under any Loan Document as a result Credit Document; (l) any 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 existence Banks; (m) any waiver for more than 45 days of, or any material amendment to, the reporting requirements set forth in clauses (a)-(d) of obligations owed Section 5.05 of this Agreement; (n) any material waiver of the conditions to it under Hedge Contractsa Hotel Property qualifying as either an Eligible Property or a Permitted Non-Eligible Property; and (o) any other material waiver or modification of the Credit Documents. 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.

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 Required Lenders and Revolving Credit Lenders holding greater than 50% of the Borroweraggregate Revolving Credit Commitments, 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 Party that is, at such time, a Defaulting 107 100 Lender), do any of the followingfollowing at any time: (ai) waive change the 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; (ii) 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 any material portion of the Collateral in any transaction or series of related transactions to secure any liabilities or obligations other than Obligations owing to the Secured Parties under the Loan Documents; (iii) release any of the conditions specified Guarantors from their Guaranty, except to the extent any Guarantor merges with and into the Borrower in accordance with this Agreement; (iv) amend this Section 3.01, 11.1; or (v) limit the liability of any Loan Party under any of the Loan Documents and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under the Term A Facility, Term B Facility or Revolving Credit 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 change 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 2.6 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 the 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 the Issuing Bank, as the case may be, under this Agreement or 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 Except as provided in Section 2.17, 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 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, waiver, waiver or consent shall, unless in writing and signed by Borrower and all the Lenders, do any of the following: (ai) waive change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances or participations in Letters of Credit, the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, or the definition of “Required Lenders” or “Required Revolving Credit Lenders”, (ii) release any material Guarantor from its obligations under the Guarantee Agreement (except as otherwise permitted herein or in the other Loan Documents), (iii) except as provided in Section 8.20(a), release all or substantially of the Collateral, (iv) amend the proviso of Section 8.06, or (v) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by Borrower and each Lender that has or is owed obligations under this Agreement that are adversely modified by such amendment, waiver or consent, do any of the conditions specified following: (i) increase any Commitment of such Lenders other than as provided in Section 3.012.17, (b) increase the Borrowing Base or the Commitments of the Lenders, (cii) reduce or forgive the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder (including, without limitation, any amounts that become due pursuant to Section 2.10(c)) or under change the currency in which the Advances or any fees or other Loan Documentamounts are made by such Lender or are payable to such Lender; provided that only the consent of the Required Lenders shall be necessary to amend Section 2.07(b) or to waive any obligation of Borrower to pay any increased interest pursuant to Section 2.07(b), (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 Date, (eiv) change the percentage of Lenders which shall be required for the Lenders Section 2.13(a) 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), Section 2.15 or (j) release any Collateral securing Section 7 of the Obligations, except for releases of Collateral sold as permitted by this Pledge Agreement and except for releases of Collateral as permitted under Section 8.08(b)in a manner that would alter the manner in which payments are shared; 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 Borrower and the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to Borrower and the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement; provided further that no amendment, waiver or consent shall (x) change or waive any condition in Section 3.02 to any Revolving Credit Advance without the written consent of Borrower and the Required Revolving Credit Lenders and (y) on or before the expiration or termination of all Delayed Draw Tranche B Commitments, change or waive any condition in Section 3.02 to any Delayed Draw Tranche B Advance without the written consent of Borrower and the Lenders holding at least a majority of the aggregate outstanding Delayed Draw Tranche B Commitments. Notwithstanding the foregoing, any amendment that shall cure any ambiguity, omission, mistake, defect or inconsistency shall be effective if the same shall be in writing and signed by Borrower and the Agent. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, Borrower may replace such non-consenting Lender (a “Non-Consenting Lender”) or replace such Non-Consenting Lender from the class of Advances for which consent is being sought, in each case, in accordance with Section 8.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by Borrower to be made pursuant to this paragraph). If any Non-Consenting Lender is required to assign any Tranche X Advances or Tranche B Advances pursuant to Section 8.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this Agreement that would, as of the effective date of such amendment, reduce the Applicable Margin applicable to such Tranche X Advances or Tranche B Advances, as the case may be, and such assignment will become effective on or prior to the first anniversary of the Closing Date (excluding any such assignment in connection with a refinancing of all of the Facilities outstanding under this Agreement or any other Loan Document. No Agreement), then Borrower agrees to pay such Non-Consenting Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result fee in an amount equal to 1.00% of the existence aggregate amount of obligations owed such assigned Tranche X Advances or Tranche B Advances, as the case may be, outstanding on the effective date of such assignment. Notwithstanding anything to it under Hedge Contractsthe contrary in this Section, this paragraph shall not be waived, amended or modified without the written consent of each Lender adversely affected thereby.

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)Security Document, 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 Company, the Agent 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersBanks, do any of the following: (ai) waive any of the conditions precedent specified in Section 3.01, 7 hereof; (bii) increase the Borrowing Base Commitment of any Bank or the Commitments of the Lenders, subject any Bank to any additional obligations; (ciii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, the Notes; (div) postpone any date fixed for any payment of principal of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or extend under the Maturity Date Notes; (v) release any Collateral except as otherwise provided in any Security Document; (vi) take any action which requires the consent of all the Banks pursuant to the terms of any Financing Document; (vii) amend or modify the Commitment Termination Date, (e) change definition of “Majority Banks” contained in Section 1.01 hereof or the percentage of Lenders the Total Commitments or of the aggregate unpaid principal amount of the Loans, 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 Financing Document, ; or (fviii) amend or modify Section 2.11 5.03, Section 5.04, Section 6 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)15.07; and provided, further, that (b) 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 Banks required above hereinabove to take such action, directly 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 Financing Document. No Lender amendment to any provision of this Agreement, the Notes or any Affiliate other Financing Document shall in any event be effective unless all filings, recordings and other actions required to be made or taken, in the sole judgment of a Lender the Agent, to preserve for the benefit of the Secured Parties the security and interests intended to be provided hereby and by the other Financing Documents shall have any voting rights under any Loan Document as a result been made or taken to the satisfaction 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), nor consent to any departure by the Borrower Partnership or any Subsidiary the Corporation 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 or under any other Loan Documenthereunder, (f) limit or release the liability of the Guarantor under the Guaranty, (g) postpone any date fixed for payment under the Guaranty or (h) 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); 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 Agreement; and provided further, that any amendment, modification, termination 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 waiver of the existence principal amount of obligations owed to it under Hedge Contractsany B Advance or payments or prepayments by either 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 not be effective without the written concurrence of the Lender which has funded such B Advance.

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 any 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 BorrowerCompany and acknowledged by the Administrative 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: 1. waive any condition set forth in Section 4.01(a) without the written consent of each Lender; 2. extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 3. postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, unless in writing and signed by all interest, fees or other amounts due to the Lenders, do Lenders (or any of them) hereunder or under any other Loan Document without the following: (a) waive any written consent of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) each Lender directly affected thereby; 4. reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to subsection (v) of the Notes or second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan DocumentDocument without the written consent of each Lender directly affected thereby; provided, (d) postpone any date fixed for any payment however, that only the consent 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 Lenders,Default Rate” (h) release or to waive 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 obligation of the Administrative Agent Borrowers to pay interest or Letter of Credit Fees at 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.Default Rate;

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 Lender 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, 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 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 either 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 BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, 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 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (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, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available LC 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, (fiii) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (hiv) release any Guarantor the U.S. Borrower from its guaranty obligations or reduce or limit the obligations of the U.S. Borrower under Section 6.01 of the Guaranty or (v) otherwise limit either Borrower’s liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties under any Guaranty other than as a result of a transaction permitted herebythe Loan Documents, (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Lenders and by each affected Lender, (i) permit increase the Borrower Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest (other than a waiver of increased interest following Default pursuant to Section 2.07(b)) on, the Notes held by such Lender or any Subsidiary reimbursement obligation in respect of any Letter of Credit or any fees or other amounts payable hereunder to enter into such Lender or (iii) postpone any merger date fixed for any payment of principal or consolidation with interest on the Notes held by such Lender or into any reimbursement obligation in respect of any Letter of Credit or any fees or other Person amounts payable hereunder to such Lender or amend Section 6.04(a)the final maturity date of any Facility and (c) no amendment, waiver or consent shall, unless in writing and signed by the Majority Facility Lenders, (i) waive, reduce, postpone or change the order of application of, or right to decline to receive, any repayment or prepayment of principal required to be paid pursuant Sections 2.04 or 2.06 or (jii) release amend, modify or waive any Collateral securing the Obligationsprovision of Section 2.11, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.13 or 7.02(a); and provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or the Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by 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. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Majority Lenders, the Administrative Agent and each Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Advances and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Majority Lenders and Majority Facility Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, each Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans and (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing. In addition, notwithstanding the foregoing, this Agreement may be amended to provide for any New Term Facility of any Series contemplated by Section 2.16, to permit any New Term Advances 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 Advances and the accrued interest and fees in respect thereof, and to provide for any other Loan Document. No Lender or matters related to any Affiliate such New Term Facility upon (a) execution and delivery of a Joinder Agreement by the U.S. Borrower, the Administrative Agent and each New Term Lender shall have providing New Term Commitments in respect of such Series and (b) delivery to the Administrative Agent of such other opinions and documents as are reasonably requested by the Administrative Agent pursuant to Section 2.16 in connection with any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractssuch transaction.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Term 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 Commitments percentage of the Lendersaggregate unpaid principal amount of the Term Advances that shall be required for the Lenders or any of them to take any action hereunder, (ciii) 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 Lenders (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 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 Secured Parties under the Loan Documents, (v) amend Section 2.10 or this Section 8.01, (vi) reduce the principal of, or interest on, the Term Notes or any fees or other amounts payable hereunder hereunder, (vii) postpone any date scheduled for any payment of principal of, or interest on, the Term Notes pursuant to Section 2.02 or 2.04 or any date fixed for payment of fees or other amounts payable hereunder, or (viii) limit the liability of any Loan Party under any of the Loan Documents and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (other Loan Documentthan any Lender that is, at such time, a Defaulting Lender) that has a Term Advance outstanding hereunder if such Lender is directly affected by such amendment, waiver or consent, (di) reduce the principal of, or interest on, the Term Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (ii) postpone any date fixed for any payment of principal of, or interest on, the Term 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, (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 2.03 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 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 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 acknowledged by 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; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders(or consented to by) each Lender 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 Lenders, such Lender; (c) 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 Document, to such Lender hereunder; (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, hereunder; (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 Document, hereunder; (f) amend Section 2.11 or this Section 9.01, [reserved]; (g) amend this Section 9.01 or the definition of “Majority Lenders,” ”; or (h) release change the currency of the payment of any Guarantor from its obligations under Advance or the currency of the funding of 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)Advance; and provided, further, 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 or any. Furthermore, and notwithstanding anything else to the Issuing Lendercontrary contained in this Section 9.01, as if the case may beAdministrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, under in each case, in any provision of this Agreement or any other Loan Document. No Lender , then the Administrative Agent and the Borrower shall be permitted 44 to amend such provision, and such amendments shall become effective without any further action or consent of any Affiliate of a Lender shall have any voting rights under 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 receipt of the existence of obligations owed to it under Hedge Contractsnotice thereof.

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; providedPROVIDED, howeverHOWEVER, 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, the Notes any DSR Loans (b) reimbursement of Drawings 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)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 except as provided in Section 3.01, (b2.01(c) 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 9.01Section10.01, (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)Document, 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 by the Majority Required Lenders and (unless the Borrowerterms of this Agreement or any other Loan Document shall expressly provide that the Technical Committee or the Administrative Agent alone be empowered to approve or otherwise effect such amendment, waiver or consent), 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 Notes, any Applicable Margin, any payment obligations of the Borrower under Article III or any fees Fees or other amounts payable hereunder or under any other Loan Documenthereunder, (db) postpone any date fixed for any payment of principal of, or interest on, the Notes Notes, any payment obligations of the Borrower under Article III or any fees Fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ec) change the Percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the percentage of the outstanding Advances held by Lenders which which, in any case, shall be required for the Required Lenders or any of them Required Lenders to take any action hereunder hereunder, (d) amend any Loan Document or under consent to any amendment of a Project Document in a manner intended to prefer one or more Lenders over any other Loan DocumentLenders, (e) amend this Section 10.01, (f) amend Section 2.11 or this Section 9.01extend the Date Certain, (g) amend the definition of “Majority Lenders,” extend any availability period hereunder, or (h) release any Guarantor from its obligations under material Collateral (except as expressly provided in any Guaranty other than as a result Loan Document) or change any provision of a transaction permitted hereby, (i) permit any Security Document providing for the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), release of Collateral or (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)guarantee; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by (I) 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 Document and (ii) the LC Issuers in addition to the Lenders required above to take such action, affect the rights and duties of a Lender shall have any voting rights the LC Issuers under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocument.

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, 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 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 the Borrower, the NotesGuarantors, or the Agent and the Required Banks, and any other Loan Document (other than the Fee Letter), nor consent to any departure provision of this Agreement may be waived by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed (if such provision requires performance by the Majority Lenders and Agent or the Banks) or by the Agent acting with the consent of the Required Banks (if such provision requires performance by 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, modification or consent waiver shall, unless in writing and by an instrument signed by all the Lenders, do any of the followingBanks or by the Agent acting with the consent of all of the Banks: (a) waive any increase or extend the term of the conditions specified in Section 3.01Commitment or the Loans, (b) increase extend the Borrowing Base date fixed for the payment of principal of or the Commitments of the Lendersinterest on any Loan, (c) reduce the amount of any payment of principal of, thereof or the rate at which interest on, the Notes is payable thereon or any fees or other amounts fee payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment alter the terms 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 Datethis Section 8.01, (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 Lenders,” the term "Required Banks", (f) change the fees payable to any Bank except as otherwise provided herein, (g) permit the Borrower to transfer or assign any of its obligations hereunder or under the other Loan Documents, (h) release any Guarantor from its obligations under any Guaranty other than as a result amend the provisions of a transaction permitted herebyArticle 7 hereof, (i) permit give any payment priority to any Person (including any of the Borrower Banks) over amounts due in connection with the Loans or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)the Letters of Credit, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold (other than as permitted by this Agreement and except for releases a security agreement) or (k) amend any provision 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 DocumentDocument which requires the action of all Banks. No Lender failure on the part of the Agent or any Affiliate of a Lender Bank to exercise, and no delay in exercising, any right hereunder shall have any voting rights under any Loan Document operate as a result waiver thereof or preclude any other or further exercise thereof or the exercise of the existence any other right. The remedies herein provided are cumulative and not exclusive of obligations owed to it under Hedge Contractsany remedies provided by law.

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 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 (a) Subject to the immediately following sentence of this Section 9.01(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. Notwithstanding the foregoing, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders indicated below, do any of the followingfollowing at any time: (ai) modify the definition of Required Lenders or, except in accordance with this Section 9.01(a), otherwise change the number or percentage vote of the Lenders required to make any determinations, waive any rights, modify any provision or take any action under this Agreement or any other Loan Document, in each case, without the consent of each affected Lender, (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 or the Borrower under Article VII or release such Guarantor or the Borrower or otherwise limit such Guarantor’s or the Borrower’s liability with respect to the Guaranteed Obligations or the Obligations, as the case may be, without the consent of each Lender, (iii) release all or substantially all of the conditions specified 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 Section 3.01the Loan Documents, without the consent of each Lender, (biv) amend this Section 9.01 without the consent of each Lender, (v) increase the Borrowing Base Commitment of any Lender or subject any Lender to any additional obligations without the Commitments prior written consent of the Lenderssuch Lender (other than as provided by Section 2.19), (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 to any Lender thereunder (other Loan Documentthan as provided by Section 2.07(d)) without the prior written consent of such Lender, (dvii) postpone or extend any scheduled payment date fixed for any payment of principal of, or interest on, the Notes or any scheduled payment date for any fees or other amounts payable hereunder or to any Lender (other than as provided by Section 2.07(d)), in each case without the consent of such Lender, (viii) extend the Maturity Termination Date or (other than as provided by Section 2.16), without the Commitment Termination Dateprior written consent of each Lender affected thereby, (eix) provide for payment of the Facility in any manner other than in cash in U.S. Dollars without the consent of each Lender, (x) take any other action specifically requiring the consent of all Lenders under the Loan Documents, (xi) change Section 2.11(f) or Section 2.13 without the percentage consent of Lenders which shall be required for the Lenders each Lender, or any of them to take any action hereunder or under any other Loan Document, (fxi) amend Section 2.11 or this Section 9.01, (g) amend change the definition of “Majority Lenders,Facility Available Amount” or any other definition used in the determination thereof without the consent of each Lender; provided however that (hA) release any Guarantor from its no amendment, waiver or consent shall, unless in writing and signed by each 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 Banks or of the Issuing Banks, as the case may be, under any Guaranty other than as a result of a transaction permitted herebythis Agreement, (iB) 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 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 and (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, amend, waive or consent to any departure from, the definitions of ICE LIBOR, Screen Rate, Successor Rate Conforming Changes or the provisions of Section 2.07(d)(ii) (except in accordance with Section 2.07(d)(ii)). (b) In the event that any Lender (a “Non-Consenting Lender”) shall, for more than 30 days after solicitation in writing from the Administrative Agent, 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, (iii) the replacement of any Affiliate Non-Consenting Lender shall be consummated in accordance with and subject to the provisions of a Section 2.18, and (iv) such Replacement Lender shall have consented to such waiver or amendment. 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 voting rights under 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 fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender. (d) Anything herein to the contrary notwithstanding, but subject to Section 2.07(d), if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between a provision of this Agreement and/or a provision of the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such provision to cure such ambiguity, omission, mistake, defect or inconsistency, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document as a result if the Required Lenders do not provide the Administrative Agent with written notice of the existence objection to such amendment within ten Business Days following receipt of obligations owed to it under Hedge Contractsnotice thereof.

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 135 129 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 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 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 application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender and (c) no amendment, waiver or consent shall, unless in writing and signed by the Lenders or Required Lenders, each Acquisition Lender and each New AXELs Series B Lender, waive any of them to take any action hereunder or under any other Loan Documentthe conditions specified in Section 3.04 or, (f) amend in the case of the making of New AXELs Series B Advances, 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)3.02; 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, 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; providedPROVIDED, howeverHOWEVER, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersRequired Lenders and each of the Lenders 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 Lenders, (c) reduce the principal of, or interest on, the Notes Revolving Credit 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 Revolving Credit 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, the aggregate Available Amount of outstanding Letters of Credit 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, (f) amend reduce or limit the obligations of any Guarantor under Section 2.11 1 of the Guaranty or this Section 9.01, release such Guarantor or otherwise limit such Guarantor's liability with respect to the obligations owing to the Agent and the Lenders (other than to the extent permitted under the Guaranty) 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 Note; and PROVIDED FURTHER that 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, affect the rights under any Loan Document as a result or obligation of the existence of obligations owed to it Issuing Banks under Hedge Contractsthis Agreement.

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)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 Required Lenders, except that any waiver of any covenant contained in Article VI or Article VII, or any Event of Default under Article VIII, or any consent to any departure by Borrower or any Subsidiary from any such covenant, shall be effective if in writing and signed solely by the BorrowerAgent (provided, that the Agent shall not sign any such waiver or consent unless 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, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders do any of the following: (a) waive any of increase the conditions specified in Section 3.01Revolving Credit Loan Commitments or other contractual obligations to the Borrower under this Agreement, (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 the payment in respect 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 the Revolving Credit Loan Commitments or of the aggregate unpaid principal amount of the Notes, or the number or identity 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, (e) modify the definition of "Required Lenders," (f) amend Section 2.11 release any Guarantor, or this Section 9.01, (g) amend without limiting the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyAgent's authority to waive the provisions thereof, (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), modify Article VIII or (jg) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by modify 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 Contracts9.

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 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 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 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 Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes any Advance 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 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, the aggregate unpaid principal amount of any Advance or the percentage or 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, 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 Agreement, any Note or any other Loan Document. No , (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank and/or the Swingline Lender in addition to the Lenders required above to take such action, adversely affect the rights or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result obligations of the existence of obligations owed to it Issuing Bank and/or the Swingline Lender, as applicable, in their capacities as such under Hedge Contracts.this Agreement, and (z) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notice of Pledge, the Consent and 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 (or, in the case of the Notice of Pledge and the Consent and Agreement, 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 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) amend the definition of “Required Lenders” in Section 1.01 of this Agreement, (iii) release any material portion of the Pledged 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 Pledged Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Collateral Documents, (iv) amend Section 2.12 or 2.11 or this Section 11.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cvi) 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 for any payment of principal ofof (which, for the avoidance of doubt, shall not include any date set for a mandatory prepayment of principal pursuant to Section 2.05(b) of this Agreement), or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateamend Section 2.06, (eviii) change limit the percentage liability of Lenders which shall be required for the Lenders or any of them to take any action hereunder or Borrowers under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend Agreement and 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)Notes, or (jix) release any Collateral securing amend, waive or otherwise modify the Obligations, except for releases provisions of Collateral sold as permitted by Section 5.02(i)(i) and (ii) of 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 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 other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as to which it is a result of the existence of obligations owed to it under Hedge Contractsparty.

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 the Borrower, the NotesGuarantors, or the Agent and the Required Lenders, and any other Loan Document (other than the Fee Letter), nor consent to any departure provision of this Agreement may be waived by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed (if such provision requires performance by the Majority Agent or the Lenders) or by the Agent acting with the consent of the Required Lenders and (if such provision requires performance by 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, modification or consent waiver shall, unless in writing and by an instrument signed by all of the Lenders or by the Agent acting with the consent of all of the Lenders, do any of the following: (a) waive any increase or extend the term of the conditions specified in Section 3.01Commitment or any Loan, (b) increase extend the Borrowing Base date fixed for the payment of principal of or the Commitments of the Lendersinterest on any Loan, (c) reduce the amount of any payment of principal of, thereof or the rate at which interest on, the Notes is payable thereon or any fees or other amounts fee payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment alter the terms 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 Datethis Section 8.01, (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 the term "Required Lenders,” ", (f) change the fees payable to any Lender except as otherwise provided herein, (g) permit the Borrower to transfer or assign any of its obligations hereunder or under the other Loan Documents, (h) release any Guarantor from its obligations under any Guaranty other than as a result amend the provisions of a transaction permitted herebyArticle 7 hereof, (i) permit give any payment priority to any Person (including any of the Borrower or Lenders) over amounts due in connection with any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Loan, or (j) release any Collateral securing the Obligations, except for releases Guarantors or collateral or (k) amend any provision 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 DocumentDocument which requires the action of all Lenders. No Lender failure on the part of the Agent or any Affiliate of a Lender to exercise, and no delay in exercising, any right hereunder shall have any voting rights under any Loan Document operate as a result waiver thereof or preclude any other or further exercise thereof or the exercise of the existence any other right. The remedies herein provided are cumulative and not exclusive of obligations owed to it under Hedge Contractsany remedies provided by law.