Common use of Amendments, Waivers and Consents Clause in Contracts

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (ai) waive increase the Commitment of any condition set forth Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 5.2 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of each Lender directly affected thereby;the Administrative Agent. (b) extend or increase In the Commitment case of any amendment, waiver, consent or other modification in connection with this Agreement for which a substantially similar corresponding amendment, waiver, consent or other modification with regard to any the Related Credit Documents will be made effective thereunder contemporaneously, each Lender (must vote in the same manner with respect to each such amendment, waiver, consent or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of other modification in connection with this Agreement and all such Lender;other Related Credit Documents.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; provided, that in each case, that: (a) no amendment, waiver or consent shall:shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties’ rights and obligations hereunder, (viii) release or subordination of the Lien position of all or substantially all of the Collateral in any transaction or series of related transactions or (ix) amend the provisions of this Section 14.11 or the definition of Required Lenders, without the prior written consent of each Lender affected thereby; and (ab) waive any condition set forth in Section 5.2 no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive (i) increase the Revolving Credit Commitment of any condition set forth Lender or increase the amount of any Revolving Credit Loan, (ii) reduce the Revolving Credit Commitment Percentage, rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (iii) reduce or forgive the principal amount of any Revolving Credit Loan or the amount of any Reimbursement Obligation, (iv) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest on any Revolving Credit Loan or Reimbursement Obligation or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation or (vi) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Section 5.2 letters, in each case, without the written consent of each Lender directly affected therebyholding Revolving Credit Loans or a Revolving Credit Commitment; (bi) extend release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (ii) permit any assignment (other than as specifically permitted or increase the Commitment contemplated in this Agreement) of any Lender of the Borrower’s rights and obligations hereunder, (iii) release any material portion of the Collateral or reinstate release any Commitment terminated Security Document (other than asset sales permitted pursuant to Section 12.211.5 (which such Collateral may be released upon the consent of the Administrative Agent only) and as otherwise specifically permitted or contemplated in this Agreement or the amount applicable Security Document), (iv) release any Subsidiary Guarantor from its respective Guaranty Obligations, (v) permit any Liens (other than Permitted Liens) on any Collateral secured under this Credit Facility or (vi) amend the provisions of Loans this Section 14.11 or the definition of any Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Section 5.4 with respect to the pro rata treatment of payments, or Section 5.5 with respect to the application of proceeds, shall be made without the consent of each Lender adversely affected thereby. In addition, no amendment, waiver or consent shall be made to the provisions of (a) Article XIII without the written consent of the Administrative Agent, and (b) Article III without the written consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: : (ai) waive increase the amount or extend the time of the obligation of the Lenders to make Loans (including without limitation pursuant to Article II hereof); (ii) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or the time or times of payment of interest on any Loan; (iii) reduce the rate of interest or fees payable on any Loan; (v) reduce the principal amount of any Loan; (v) permit any subordination of the principal or interest on any Loan; (vi) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder; (vii) release any material portion of the Collateral or release any Security Document (other than as specifically permitted or contemplated in this Agreement or the applicable Security Document); (viii) release any guarantor or surety from any guaranty or surety of the Obligations; or (ix) amend the provisions of this Section 5.2 13.16 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XII shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; providedPROVIDED, that no amendment, waiver or consent shall: , without the consent of each Lender affected thereby, (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated by Section 2.8), (b) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder, (g) release any Guarantor from its guaranty hereunder or (h) amend the provisions of this Section 5.2 13.10 or the definition of Required Lenders. In addition, no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent and (ii) Article III shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase Issuing Lender. Notwithstanding the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or fact that the amount of Loans of any Lender without the written consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender;Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in Neither the Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the terms thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each affected Lender, (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of any Loan, or any portion thereof, or reduce the rate or extend the time of payment of interest (other Loan Documents than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees under the Credit Agreement or reduce the principal amount thereof, or increase the Commitments of the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any Lender), (ii) release any Guarantor from its guaranty obligations under the Credit Agreement (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 11.5, (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the assignment or transfer by any Borrower (or Guarantor) of any of its rights and obligations under (or in respect of) the Credit Agreement. No 100 provision of Section 2.2 or Section 2.6 may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with without the consent of the Required Lenders) and delivered to the Administrative Agent andIssuing Lender, in the case no provision of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with Section 2.4 may be amended without the consent of the Required Agreement Lenders) Swingline Lender and delivered to the Administrative Agent and, in the case no provision of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 10 may be amended without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (a) waive increase the Revolving Credit Commitment or Term Loan Commitment of any condition Lender or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation (including, without limitation, the date of any principal amortization payment set forth in Section 5.2 4.3 or the final maturity date) or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto or the duration of any Interest Period beyond six (6) months, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (h) release any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) (i) release any Guarantor from its obligations under the Guaranty Agreement, (j) amend the provisions of this Section 14.11 or the definition of Required Lenders, in each case with respect 85 to subsections (a) through (j) above, without the prior written consent of each Lender or (k) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no amendment waiver or consent to the provisions of Section 4.4(b)(vi) with respect to the order of application of amounts prepaid, Section 5.4 with respect to the pro rata treatment of payments, or Section 5.5 with respect to the order of application of proceeds shall be made without the written consent of each Lender directly adversely affected thereby; . In addition, no amendment, waiver or consent to the provisions of (ba) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article XIII shall be made without the written consent of such Lender;the Administrative Agent and (b) Article III without the written consent of the Issuing Lenders.

Amendments, Waivers and Consents. Except as set forth below or as specifically otherwise provided herein or in any of the other Loan DocumentDocuments, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (ai) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) extend the originally scheduled time or times of payment of the principal of any condition Loan or Reimbursement Obligation, the time or times of payment of interest on any Loan or Reimbursement Obligation, (iii) reduce the rate of interest or fees payable on any Loan, (iv) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (v) reduce the "Guaranteed Obligations" as defined in Subsidiary Guaranty or release the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty or (vi) amend the provisions of this Section 13.10, the number of Lenders required to approve any amendment or waiver otherwise set forth in Section 5.2 herein, or the definition of Required Lenders or Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XII shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the Aggregate Commitment or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any condition set forth Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower’s rights and obligations hereunder, (h) amend the provisions of this Section 5.2 14.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (a) waive release the Borrower from its Obligations hereunder, (b) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (c) extend the originally scheduled time or times of payment of the principal of any condition set forth in Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fees, (d) reduce the principal of or rate of interest payable on any Loan or Reimbursement Obligation or any fees hereunder, (e) amend the definition of Alternative Currency, (f) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (g) release or discharge any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, (h) amend the provisions of Section 5.2 13.10(a) or (i) amend the provisions of this Section 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XII shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Administrative Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any (a) Any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (ai) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit except as expressly provided in this Agreement, (ii) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation except as expressly provided in this Agreement, (iii) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (iv) permit any subordination of the principal, interest or any other amounts due on any Loan or Reimbursement Obligation, (v) release all of the Subsidiary Guaranties (other than in connection with a sale of all Subsidiaries providing Subsidiary Guaranties to the extent expressly permitted hereunder) or (vi) amend the provisions of this Section 5.2 13.10 or the definition of Required Lenders, without the prior written consent of each Lender affected thereby. In addition, no amendment, waiver or consent to the provisions of Article XII shall be made without the written consent of each Lender directly affected thereby;the Administrative Agent. (b) extend If, in connection with any proposed change, waiver, discharge or increase the Commitment termination of any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the proviso to Section 13.10(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace such non-consenting Lender (or reinstate any Commitment terminated Lenders with one or more Eligible Assignees pursuant to Section 12.24.10 so long as at the time of such replacement, each such Eligible Assignee consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitments and repay in full its outstanding Loans, and cash collateralize its applicable percent of the L/C Obligations in accordance with Sections 2.5 and/or 2.7, provided that, unless Commitments and Loans repaid pursuant to the preceding clause (B) are immediately repaid in full at such time through the addition of new Lenders or the amount increase of the Commitments and/or outstanding Loans of the consenting Lenders (provided that such consenting Lender shall have specifically consented, in its sole discretion, in writing, to each such increase of its Commitment), then in the case of any Lender without action pursuant to the written preceding clause (B), the Required Lenders (determined before giving effect to the proposed action) shall specifically consent of such Lender;thereto.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in the Credit Agreement or any other Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that no amendment, waiver or consent shall: shall (a) waive increase (i) the Commitment of any condition set forth Lender, (ii) the Alternative Currency Commitment or (iii) the Swingline Commitment, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, (h) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (i) release any Collateral or any Security Documents (other than asset sales permitted pursuant to Section 5.2 10.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (j) amend the definition of Alternative Currency, (k) amend the provisions of this Section 13.11 or the definition of Required Lenders, or (l) extend the time of the obligation of the Lenders to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions (a) of Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent, (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III shall be made without the written consent of such the Issuing Lender;, (c) relating to Swingline Loans or the Swingline Facility shall be made without the written consent of the Swingline Lender and (d) relating to Alternative Currency Loans or the Alternative Currency Facility shall be made without the written consent of the Alternative Currency Lender.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition Any provision of this Agreement or any of the other Loan Documents may be amended or waived by supplemented only if the Lenders, Borrower and the Majority Banks so agree in writing and any Event of Default, Potential Event of Default, provision or breach of any provision of this Agreement may be waived before or after it occurs only if the Majority Banks so agree in writing but:- (1) an amendment, supplement or waiver which puts one or more Banks in a better or worse position than one or more other Banks or changes or relates to (a) the amount of the Available Tranche A Facility or the amount of the Available Tranche B Facility or any Bank's Commitment or Available Tranche A Commitment or Available Tranche B Commitment, (b) the Commitment Termination Date, (c) the amount or currency of the Advances, (d) the amount or date of any repayment instalment, (e) the length of Interest Periods, (f) the rate or dates of payment of interest, (g) the amount or date(s) of payment of any fee payable under Clause 10, (h) the currency of any payment, (i) the discharge or release of any of the Security Documents, (j) the definition of "Majority Banks", (k) this sub-Clause (B) or (l) any Clause which by its terms requires the consent given by of all the LendersBanks, if, but only if, shall require the agreement of all the Banks and (in the case of an amendment or supplement) the Borrower also; and (2) an amendment, supplement or waiver which changes or relates to the rights and/or obligations of the Agent, the Security Trustee or any Lead Arranger shall require its agreement also. Any consent by the Agent, any Lead Arranger, the Security Trustee, any Bank or the Majority Banks under any provision of this Agreement must also be in writing. Any such waiver or consent may be given subject to any conditions thought fit by the person giving it and shall be effective only in the instance and for the purpose for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent it is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;given.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the Aggregate Commitment or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any condition set forth Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower’s rights and obligations hereunder, (h) amend Section 5.2 5.4 or Section 5.5 in a manner that would alter the pro rata sharing of payments required thereby, (i) amend the provisions of this Section 14.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (j) extend the time of the obligation of the Lenders holding Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender;.

Amendments, Waivers and Consents. (A) Except as set forth below for actions permitted to be taken by Agent, no amendment, modification, termination or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any other Loan Document, or any consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrowing Agent, and by Requisite Lenders or Supermajority Lenders, or all affected Lenders, as applicable. Except for actions permitted to be taken by Agent or as set forth in clauses (B), (C) and (D) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (B) No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that increases the percentage advance rates set forth in the definition of the Borrowing Base, or that makes less restrictive the nondiscretionary criteria for exclusion from Eligible Asset Pools set forth with respect to the Borrowing Base shall be effective unless the same shall be in writing and signed by Agent, Supermajority Lenders and Borrowing Agent. No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that waives compliance with the conditions precedent set forth in Section 3 to the making of any US Revolving Loan or the incurrence of any US Letter of Credit Liability shall be effective unless the same shall be in writing and signed by Agent, Requisite Lenders and Borrowing Agent. Notwithstanding anything contained in this Agreement to the contrary, (i) no waiver or consent with respect to any Default or any Event of Default shall be effective for purposes of the conditions precedent to the making of US Revolving Loans or the incurrence of US Letter of Credit Liability unless the same shall be in writing and signed by Agent, Requisite Lenders, and Borrowing Agent, (ii) no amendment, modification or waiver of subsections 7.3 or 9.1(H)(2) shall be effective unless in writing and signed by Agent, Requisite Lenders and Borrowing Agent, and (iii) no amendment, modification or waiver of subsection 9.1(H) (other than as addressed in clause (ii) above) shall be effective unless in writing and signed by Agent and Requisite Lenders. (C) No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that waives compliance with the conditions precedent set forth in Section 3 to the making of any Canadian Revolving Loan or the incurrence of any Canadian Letter of Credit Liability shall be effective unless the same shall be in writing and signed by Agent, Requisite Lenders, and Canadian Borrower. Notwithstanding anything contained in this Agreement to the contrary, (i) no waiver or consent with respect to any Default or any Event of Default shall be effective for purposes of the conditions precedent to the making of Canadian Revolving Loans or the incurrence of Canadian Letter of Credit Liability set forth in Section 3 unless the same shall be in writing and signed by Agent, Requisite Lenders, and Canadian Borrower. (D) No amendment, modification, termination, waiver or consent shall, unless in writing and signed by Agent, Borrowing Agent and each Lender directly affected thereby: (i) except as permitted pursuant to Section 2.16, increase the principal amount, or postpone or extend the scheduled date of expiration, of any Lender’s Revolving Loan Commitments (which action shall be deemed only to affect those Lenders whose Revolving Loan Commitments are increased or the scheduled date of expiration of whose Revolving Loan Commitments are postponed or extended) and may be approved by Requisite Lenders, including those Lenders whose Revolving Loan Commitments are increased or the scheduled date of expiration of whose Revolving Loan Commitments are postponed or extended; (ii) reduce the principal of, rate of interest on (other than any determination or waiver to charge or not charge interest at the Default Rate) or fees payable with respect to any Loan or Letter of Credit Liability of any affected Lender; (iii) extend any scheduled payment date or final maturity date of the principal amount of any Loan or the date for reimbursement of any drawing under a Lender Letter of Credit of any affected Lender or postpone or extend the scheduled date of expiration of any Lender Letter of Credit beyond the date set forth in the last sentence of subsections 2.1(F)(3) and 2.1(G)(3); (iv) waive, forgive, defer, extend or postpone any payment of interest (other than default interest as described in clause (ii) above) or fees as to any affected Lender (which action shall be deemed only to affect those Lenders to whom such payments are made); (v) other than as permitted by the terms of subsection 9.1(H)(1) hereof, release any Guaranty (which action shall be deemed to directly affect all Lenders); (vi) except in connection with a transaction permitted by subsection 7.3(A) or as otherwise permitted in subsection 9.1(H), release Collateral or amend subsection 9.1(H) (1) (which actions shall be deemed to directly affect all Lenders); (vii) change the percentage of the Revolving Loan Commitments or of the aggregate unpaid principal amount of the Loans that shall be required for Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders); (viii) amend, modify or waive subsection 2.4(B)(1) or subsection 8.7 and (ix) amend, modify or waive clauses (A), (B), (C) or (D) of this subsection 9.8 or the definitions of the terms “Requisite Lenders,” or “Supermajority Lenders” insofar as such definitions affect the substance of this subsection 9.8 or the term “Pro Rata Share” or amend the definition of “Reallocation Event” (which actions shall be deemed to directly affect all Lenders). No amendment, modification, termination or waiver affecting the rights or duties of Agent, Canadian Agent or Issuing Lenders under this Section 9 or under any other Loan Document shall in any event be effective unless in writing and signed by Agent, Canadian Agent, or Issuing Lenders, as applicable, and provided, further, that no amendment, modification, termination, waiver or consent of any provision relating to the Swingline Loan shall be effective unless in writing and signed by Swingline Lender, as the case may be, in addition to Lenders required to take such action. No approval of any Lender shall be required for Agent to enter into any amendment, modification, termination or waiver to take additional Collateral pursuant to any Loan Document or to modify any Control Agreement entered into pursuant to the requirements hereof so long as the applicable requirements hereof continue to be satisfied. No amendment, modification, termination or waiver of any provision of any Note (other than provisions of the other Loan Documents may that are incorporated by reference therein) shall be amended effective without the written concurrence of the holder of that Note. No notice to or waived by the Lendersdemand on any Loan Party in any case shall entitle such Loan Party or any other Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, and any consent given by the Lendersmodification, if, but only if, in the case of an amendmenttermination, waiver or consent for which a substantially similar corresponding amendmenteffected in accordance with this subsection 9.8 shall be binding upon each Lender or future Lender and, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing if signed by the Required Lenders (or by the Administrative Agent with the consent a Loan Party, on such Loan Party and upon each holder of the Required Lenders) Notes at the time outstanding and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent each future holder of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Notes.

Amendments, Waivers and Consents. Except as set forth below 128 - 138 With the written consent of the Requisite Lenders, the Agent may, on behalf of the Lenders, enter into agreements which change, amend or as specifically provided in any Loan Document, any term, covenant, agreement or condition of supplement this Agreement or any other Loan Document, and with such consent, the Agent may waive compliance with any provision of any of the other Loan Documents may be amended or waived by the LendersDocuments, and any consent given by the Lendersall as referred to in this Section 12.5. However, ifno such change, but only if, in the case of an amendment, supplement or waiver or consent for which a substantially similar corresponding amendmentshall, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with without the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shalleach Lender: (a) waive any condition set forth change the maximum amount of (i) the Loans, (ii) the Available Commitment or (iii) the Commitment, except as specifically provided in Section 5.2 without the written consent of each Lender directly affected thereby;this Agreement, (b) extend the Revolver Maturity Date, the Term A Maturity Date, the Term B Maturity Date, the Maturity Date or increase any scheduled amortization or date for payment of interest or fees of the Commitment Loans, (c) decrease the rate of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without interest, provided that the written consent of the Requisite Lenders, rather than the consent of all Lenders, shall be sufficient to waive imposition of the Default Rate pursuant to clause (c) of Subsection 1.8.8, (d) reduce the amount of the fees payable under Subsection 1.7.1 (Commitment Fees) or other fees, other than any fee payable solely to Agent, (e) modify the provisions of this Section, (f) amend the definition of "Requisite Lenders", (g) change the number of Lenders which are required to consent to any proposed action under this Agreement before such Lender;action may be taken under this Agreement, (h) release any guaranty, any guarantor, any pledgor or any collateral security granted pursuant to the Loan Documents; provided however, the Agent may without the consent of any Person release any guarantor or any collateral security granted pursuant to the Loan Documents and file UCC-3 termination statements or statements of amendment or take other appropriate action (i) as a court of competent jurisdiction may direct, (ii) in connection with a disposition (other than to the Borrower or a Subsidiary thereof) permitted under Subsection 7.7.2 (which subsection may be amended by the Requisite Lenders) or as otherwise provided under the Loan Documents, (iii) if in accordance with this Agreement cash proceeds from any sale or transfer of the collateral are used to prepay outstanding sums due under the Loans or are reinvested in the Company and its Subsidiaries, (iv) if such collateral security is of little or no value (such as certificates representing stock redeemed or exchanged consistent with the terms of this Agreement or assets which have been abandoned) as certified by the Company in a written statement requesting such release or (v) where a filing is no longer required because collateral has been moved away from the subject jurisdiction or for a similar reason, or - 129 - 139 (i) waive an Event of Default under Subsection 8.1.1 (Payment of Principal) or 8.1.2 (Payment of Interest, Etc.) after such Event of Default shall have occurred, or

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Credit Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall, without the consent of each Lender affected thereby: (a) waive increase the amount, or extend the time, of the obligation of a Lender to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 3.05); (b) reduce or forgive the principal amount of any condition set forth Loan or Reimbursement Obligation; (c) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan; (d) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation or any fee or commission with respect thereto; (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation; (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of the Borrower’s rights and obligations hereunder; (g) terminate or cancel any Guaranty Agreement, Pledge Agreement, Security Agreement or Mortgage or release Inergy, L.P. or any Subsidiary Guarantor from their respective obligations under a Guaranty Agreement; (h) release all or substantially all of the Collateral; or (i) amend the provisions of Section 5.2 13.10(a), this Section 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III shall be made without the written consent of such the Issuing Lender;. The Lenders hereby authorize the Administrative Agent to enter into a Subordination Agreement (that is approved by the Required Lenders) on behalf of the Lenders, with holders of any second Lien Permitted Junior Debt.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, such amendment or waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing and is signed by (a) the Borrower, (b) the Required Lenders Lenders, and (c) if the rights or by duties of the Administrative Agent with or the Other Agents are affected thereby, the Administrative Agent or the Other Agents, as the case may be, provided that: (i) no amendment or waiver shall (A) increase the Aggregate Commitment Amount (except as provided pursuant to Section 2.13) without the consent of the Required all Lenders, (B) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;, (C) postpone or extend the Facility Increase Expiration Date or the Maturity Date without the consent of all Lenders, (D) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including, without limitation, any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Term Loan without the consent of all Lenders, (E) reduce the amount of or postpone the date for any schedule payment of any fee or other Obligation payable hereunder, without the consent of each Lender owed any such fee or other Obligation or (F) release Holdings from its obligations under the Holdings Guaranty or, except as otherwise expressly permitted under this Agreement, release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranties without the consent of all Lenders; and (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 10.11, Section 3.2(a) or the definition of Required Lenders or the number of Lenders required to take any action under any other provision of the Credit Documents or any provision providing for the pro rata nature of payments by or to Lenders.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; provided, that no amendment, waiver or consent shall: , without the consent of each Lender affected thereby, (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated by Section 2.7 or Section 2.8), (b) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder, (g) release any Guarantor from its guaranty hereunder other than upon the disposition by the Borrower of its interest in such Guarantor in accordance with the terms of this Agreement or (h) amend the provisions of this Section 5.2 13.10 or the definition of Required Lenders. In addition, no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent and (ii) Article III shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase Issuing Lender. Notwithstanding the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or fact that the amount of Loans of any Lender without the written consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender;Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (b) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or Reimbursement Obligation or the time or times of payment of interest or any fee on any Loan, Letter of Credit or Reimbursement Obligations, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligations, (d) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (e) extend the expiration date of any Letter of Credit beyond the Revolving Termination Date, (f) release any material portion of the collateral or release any Security Document (other than as specifically permitted in this Agreement or the applicable Security Document), (g) amend clause (i) of the proviso to Section 5.2 2.9 or (h) amend the provisions of this Section 13.10 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan DocumentDocument (including, without limitation, Section 2.8), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCompany; provided, that that, except as specifically set forth in Section 2.8, no amendment, waiver or consent shall: shall (i) (a) waive increase the Aggregate Commitment or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any condition set forth Loan, (c) reduce or forgive the principal amount of any Revolving Credit Loan, (d) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or the time or times of payment of interest on any Revolving Credit Loan or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Revolving Credit Loan, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any Borrower’s rights and obligations hereunder, (h) amend the provisions of this Section 5.2 10.10 or the definition of Required Lenders or (i) extend the time of the obligation of the Lenders holding Commitments to make Loans, in each case, without the prior written consent of each Lender directly affected thereby; thereby or (bii) extend release the Company’s guarantee set forth in Article XI without the prior written consent of all of the Lenders. In addition, no amendment, waiver or increase consent to the Commitment provisions of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article IX shall be made without the written consent of such Lender;the Administrative Agent.

Amendments, Waivers and Consents. Except as set forth below and in Section 2.8 or as specifically provided in any other Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; Borrower and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerSubsidiary party thereto; provided, that no amendment, waiver or consent shall: shall (a) waive increase the Aggregate Commitment or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any condition set forth Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower’s rights and obligations hereunder, (h) release any material portion of the Collateral or release the Pledge Agreement or any other Loan Document (other than asset sales permitted pursuant to Section 5.2 10.6 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Loan Document), (i) amend the provisions of this Section 13.11 or the definition of Required Lenders, or (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent, and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III shall be made without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Credit Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall, without the consent of each Lender affected thereby: (a) waive increase the amount, or extend the time, of the obligation of a Lender to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 3.05); (b) reduce or forgive the principal amount of any condition set forth Loan or Reimbursement Obligation; (c) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan; (d) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation or any fee or commission with respect thereto; (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation; (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of the Borrower’s rights and obligations hereunder; (g) terminate or cancel any Guaranty Agreement, Pledge Agreement, Security Agreement or Mortgage or release Inergy, L.P. or any Subsidiary Guarantor from their respective obligations under a Guaranty Agreement; (h) release all or substantially all of the Collateral; or (i) amend the provisions of Section 5.2 13.10(a), this Section 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III shall be made without the written consent of such the Issuing Lender;. Notwithstanding anything to the contrary set forth above, the Administrative Agent may, without the consent of any of the Lenders, revise, amend, modify, restate and/or replace any Guaranty Agreement, Pledge Agreement, Security Agreement or Mortgage to provide that same shall equally and ratably guaranty or secure, as the case may be, in favor of the Collateral Agent for the benefit of (i) the Administrative Agent and the Lenders and (ii) the holders of the Private Placement Debt, the Obligations under the Credit Documents and the Private Placement Debt, pursuant to the Intercreditor Agreement. The Lenders hereby authorize the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Lenders, with the Collateral Agent and the holders of the Private Placement Debt.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (ai) waive increase the Commitment of any condition set forth Lender, (ii) reduce the rate of interest or fees payable on any Term Loan, (iii) reduce or forgive the principal amount of any Term Loan, (iv) extend the originally scheduled time or times of payment of the principal of any Term Loan or the time or times of payment of interest on any Term Loan or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Term Loan, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 5.2 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of each Lender directly affected thereby;the Administrative Agent. (b) extend or increase In the Commitment case of any amendment, waiver, consent or other modification in connection with this Agreement for which a substantially similar corresponding amendment, waiver, consent or other modification with regard to any the Related Credit Documents will be made effective thereunder contemporaneously, each Lender (must vote in the same manner with respect to each such amendment, waiver, consent or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of other modification in connection with this Agreement and all such Lender;other Related Credit Documents.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which, subject to the provisions of Section 10.1(j), may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerParties; provided, that no amendment, waiver or consent shall: shall (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce or waive the principal amount of any condition set forth Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers' rights and obligations hereunder, (g) release any material portion of the Collateral or release any Security Document (other than as specifically permitted or contemplated in this Agreement or the applicable Security Document) or (h) amend or waive the provisions of Section 5.2 5.3, this Section 14.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of the Issuing Lender. Further, upon receipt of any revised business plan pursuant to Section 7.4(d), the Loan Parties, the Administrative Agent and the Lenders agree to negotiate, in good faith, amendments, if necessary, to the covenants set forth in Article IX to reflect such Lender;revised business plan; provided that, nothing in this Section 14.11 shall be construed to obligate the Administrative Agent or any Lender to agree to any such amendment.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of Neither this Agreement or nor any other Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated except pursuant to an agreement or agreements or a consent or consents in writing entered into by the Borrower, to the extent it is a party thereto, the Required Lenders, and the Administrative Agent; provided that; (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender adversely affected thereby: (i) extend the Termination Date or extend or waive any scheduled payment of the Loans due on any Payment Date; (ii) reduce the rate, or extend the time of payment, of interest (other than as a result of waiving the applicability of any post-default increase in interest rates or waiving the related Event of Default) thereon or fees hereunder, including, for the avoidance of doubt, the Facility Margin; (iii) reduce or waive the repayment of the principal amount of any Loan; (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (v) release any material amount of the Collateral securing the Credit Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by Borrower in compliance with Section 7.05 and any such sale or transfer will result in the automatic release of the Lien of the Collateral Agent and the security interest pursuant to Section 8.12 of the Security Agreement); (vi) release either the Borrower or PBF Holdings from its respective obligations under the Loan Documents or release any TSA Guarantor which is then a Subsidiary of PBF Holdings from its obligations under its related TSA Guaranty; (vii) amend, modify or waive any provision of this Section 10.03 or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (viii) amend or modify or, if applicable, waive the effects of the definition of, “Advance Rate”, “Borrowing Base” or “Eligible Railcar”; (ix) consent to the assignment or transfer by any Obligor of any of its rights and obligations under (or in respect of) the Loan Documents, except as permitted hereby or thereby; or (x) alter or modify the pro rata sharing of payments required under Section 2.10, Section 2.11 or any other provision of this Agreement; and (b) no provision of (i) Article X may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with without the consent of the Required Lenders) and delivered to the Administrative Agent and, in and (if such amendment relates to its duties and obligations or the case of an amendment, signed by Collateral Documents) the Borrower; Collateral Agent and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with ii) Section 2.07 may not be amended without the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in and the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Collateral Agent.

Amendments, Waivers and Consents. Except as set forth below Each Collateral Investor and the Program Agent each reserves the right, in its sole discretion (subject to the next sentence), to exercise any rights and remedies available to such Collateral Investor or as specifically provided in the SERIES 1997-1 LOAN AGREEMENT Program Agent under the Transaction Documents or pursuant to applicable law, and also to agree with the other parties hereto to any Loan amendment, modification or waiver of any Transaction Document, any termto the extent such Transaction Document provides for, covenantor requires, agreement such Collateral Investor's or condition of this Agreement or any the Program Agent's agreement, which agreements shall be binding on each Beneficiary. Notwithstanding the foregoing, each of the other Loan Documents may be amended or waived by Program Agent and each Collateral Investor agrees for the Lendersbenefit of the Collateral Investors that it shall not, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard subject to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent terms of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Transaction Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without the prior written consent of each Lender directly of the affected thereby;Collateral Investors, (i) reduce in any manner the amount of, or delay the timing of, distributions to be made to any Collateral Investor Certificateholder or deposits of amounts to be so distributed, or (ii) reduce any fees payable to the Program Agent or any Collateral Investor which relate to payments to the Collateral Investors or delay the dates on which such fees are payable, or (iii) modify any provision relating to the Reserve Account, or the amounts required to be deposited therein or extend the Revolving Period, or (iv) release the Parent from its obligations under the Parent Undertaking Agreement, or (v) amend or waive any Termination Event (as defined in any Purchase Agreement) or Early Amortization Event under any Transaction Document relating to the bankruptcy of the Transferor, the Servicer or the Parent, or (b) extend without the prior written consent of the Required Collateral Investors, (i) amend, modify or waive any provision of any Transaction Document which would impair in any material respect any rights expressly granted to an assignee or participant, or (ii) change the definitions of Express Spread Percentage, Net Loss Percentage, Dilution Ratio, Eligible Receivable, or Eligible Account, or SERIES 1997-1 LOAN AGREEMENT (iii) amend any Early Amortization Event to increase the Commitment maximum permitted Net Loss Percentage or Dilution Ratio, or to decrease the minimum permitted Excess Spread Percentage, or (iv) waive violations of the maximum permitted levels for the Net Loss Percentage or Dilution Ratio, or of the minimum permitted level for the Excess Spread Percentage, which violations occur for more than two consecutive months or by more than 10% of such permitted levels for any Lender time, or (or reinstate any Commitment terminated pursuant to Section 12.2v) or amend the amount of Loans of any Lender without the written consent of such Lender;Commitments.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (ai) waive increase the Commitment of any condition set forth Lender, (ii) reduce the rate of interest or fees payable on any Term Loan, (iii) reduce or forgive the principal amount of 79 85 any Term Loan, (iv) extend the originally scheduled time or times of payment of the principal of any Term Loan or the time or times of payment of interest on any Term Loan or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Term Loan, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 5.2 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of each Lender directly affected thereby;the Administrative Agent. (b) extend or increase In the Commitment case of any amendment, waiver, consent or other modification in connection with this Agreement for which a substantially similar corresponding amendment, waiver, consent or other modification with regard to any the Related Credit Documents will be made effective thereunder contemporaneously, each Lender (must vote in the same manner with respect to each such amendment, waiver, consent or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of other modification in connection with this Agreement and all such Lender;other Related Credit Documents.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan DocumentDocument , any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated pursuant to Section 2.8), (b) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (g) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement) or (h) amend the provisions of this Section 5.2 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Agents and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, such amendment or waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing and is signed by (a) the Borrower, (b) the Required Lenders Lenders, and (c) if the rights or by duties of the Administrative Agent with or the Other Agents are affected thereby, the Administrative Agent or the Other Agents, as the case may be, provided that: (i) no amendment or waiver shall (A) increase the Revolving Credit Commitment Amount without the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement all Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;, (B) (other than in accordance with Section 2.16) postpone or extend the Commitment Termination Date or Maturity Date without the consent of all Lenders, or reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including, without limitation, any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender owed any such Obligation, (C) release any Collateral for any Collateralized Obligations (other than as provided in accordance with Section 7.4) without the consent of all Lenders or (D) release Holdings from its obligations under the Holdings Guaranty or, except as otherwise expressly permitted under this Agreement, release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranties without the consent of all Lenders; and (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 10.11 or the definition of Required Lenders or the number of Lenders required to take any action under any other provision of the Credit Documents, or any provision providing for the pro rata nature of payments by or to Lenders.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, -------------------------------- any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: shall (a) waive increase -------- the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.6), (b) extend the originally scheduled time or times of payment of the principal of any condition set forth in Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (e) release any Subsidiary Guarantor or (f) amend the provisions of this Section 5.2 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XII shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, -------------------------------- any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall, without -------- the prior written consent of each Lender affected thereby: (a) waive (i) increase the Commitment of any condition set forth Lender, (ii) reduce the rate of interest or fees payable on any Loan or (iii) reduce or forgive the principal amount of any Loan, (iv) extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan or any fee or commission with respect thereto, or (v) permit any subordination of the principal or interest on any Loan; or (i) release the Borrower from the Obligations hereunder, (ii) permit any assignment (other than as specifically permitted in this Agreement) of any of the Borrower's rights and obligations hereunder, (iii) amend the provisions of this Section 5.2 12.11 or the definition of Required Lenders or any other provision requiring the consent or approval of all Lenders under the Loan Documents (iv) amend the provisions of Section 4.4 providing that all payments to the Lenders shall be pro rata in accordance with their respective Commitment Percentages or (v) amend the several nature of the obligations of the Lenders under this Agreement. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Administrative Agent.

Amendments, Waivers and Consents. Renewal. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans, (b) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or the time or times of payment of interest on any Loan or any fees due hereunder, (c) reduce the rate of interest or fees payable on any Loan (other than interest accruing as provided in Section 5.2 3.1(f)), (d) permit any subordination of the principal or interest on any Loan, (e) release any material portion of the Collateral or Security Document (other than (i) upon termination of the Commitments and payment and satisfaction of all Obligations (other than any Obligations that survive the termination of this Agreement pursuant to Section 12.13), (ii) Collateral constituting property being sold or disposed of if Borrowers certify to the Administrative Agent that the sale or disposition is made in compliance with the provisions of this Agreement and the Security Documents, upon which certification the Administrative Agent may conclusively rely in good faith, without further inquiry, or (iii) as specifically permitted in this Agreement or the applicable Security Document), (f) amend the provisions of this Section 12.9 or the definition of Required Lenders, (g) amend the provisions of this Section 3.5 or (h) change the provisions of Section 2.4(f) so that the percentage of the Commitments allocated to each Lender is changed upon a reduction of the Commitments, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Administrative Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.8 hereof, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the Aggregate Commitment or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any condition set forth Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower's rights and obligations hereunder, (h) amend the provisions of this Section 5.2 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan DocumentDocument (including, without limitation, Section 2.8), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that except as specifically set forth in Section 2.8, no amendment, waiver or consent shall: shall (a) waive increase the Revolving Credit Commitment or Term Loan Commitment of any condition Lender, (b) reduce the Revolving Credit Commitment Percentage, the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment or prepayment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation (including, without limitation, the date of any principal amortization payment set forth in Section 5.2 4.3 or the final maturity date) or any fee or commission with respect thereto (including any waiver of a payment default), (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (h) release any Guarantor or material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 11.5 and as otherwise specifically permitted or contemplated in this Agreement (including, without limitation, Section 5.12(b)) or the applicable Security Document) or (i) amend the provisions of this Section 14.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in any case, without the written consent of each Lender directly affected thereby; (bholding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no amendment, waiver or consent to the provisions of Section 4.4(b)(vii) extend with respect to the order of application of amounts prepaid, Section 5.4 with respect to the pro rata treatment of payments, or increase Section 5.5 with respect to the Commitment order of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount application of Loans of any Lender proceeds shall be made without the written consent of such Lender;each Lender adversely affected thereby. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII shall be made without the written consent of the Administrative Agent and (b) Article III without the written consent of the Issuing Lender and the Administrative Agent.

Amendments, Waivers and Consents. Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document (other than the Fee Letter and the Amendment Fee Letter), or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) at their instruction on their behalf), and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, then such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall: , unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) waive change the number or percentage of Lenders that shall be required for the Lenders or any condition of them to take any action hereunder; (b) amend the definition of “Required Lenders”, “Super Majority Lenders” or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents); (j) amend any of the provisions of Section 10.5; or (k) increase any advance rates under the definition of Borrowing Base (provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Borrowing Base in accordance with Section 2.1(b)); provided further that, other than as set forth under clause (k), no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Administrative Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, the Borrowing Base or the Eligible Receivables in accordance with Section 5.2 2.1(b)) to the extent that any such change results in more credit being available to the Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of each Lender directly affected thereby; the Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (bi) a Lender, increase amount of or extend or increase the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this Agreement or any other Loan Document, (iii) the Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or and the amount of Loans of any Defaulting Lender without shall be excluded in determining whether all Lenders or the written Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing and signed by the Required Lenders (or and the Credit Parties and acknowledged by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerAgent; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shallPROVIDED that: (a) waive any condition set forth in Section 5.2 no such amendment, change, waiver, discharge or termination shall, without the written consent of each Lender directly affected thereby, (i) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment, or any portion thereof, or extend any Principal Amortization Payment Date; (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (v) release all or substantially all of the Collateral securing the Credit Party Obligations hereunder (PROVIDED that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5); (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents (PROVIDED that the Administrative Agent may, without the consent from any other Lender, release any Guarantor that is sold or transferred in conformance with Section 8.5); 104 (vii) amend, modify or waive any provision of this Section 11.6 or Section 3.7; (viii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (ix) consent to the assignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) extend without the consent of Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Tranche A Term Loans (and Participation Interests therein) and Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Tranche B Term Loans (and Participation Interests therein), Section 3.3(c) may not be amended, changed, waived, discharged or increase terminated so as to alter the Commitment manner of application of proceeds of any Lender mandatory prepayment required by Section 3.3(b)(ii), (or reinstate any Commitment terminated pursuant to Section 12.2iii), (iv), (v) or the amount (vi) hereof; and (c) no provision of Loans of any Lender Section 10 may be amended without the written consent of the Administrative Agent, no provision of Sections 2.2 or 3.4(b)(iii) may be amended without the consent of the Issuing Lender and no provision of Section 2.5 may be amended without the consent of the Swing Line Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender;Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCompany; provided, that no amendment, waiver or consent shall: shall (a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender Lender, (b) amend or reinstate modify any Commitment terminated pursuant provision of the form of the Construction Loan Agreement attached hereto as Exhibit A with respect to Section 12.2(i) reducing the rate of interest or fees payable on any Construction Loan Advance, (ii) reducing or forgiving the principal amount of any Construction Loan Advance, (iii) extending the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the amount time or times of Loans payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (iv) permitting any subordination of the principal or interest on any Construction Loan Advance or (v) releasing any Guarantor from its obligations under the Guaranty Agreement to be executed in connection therewith (other than as specifically permitted or contemplated therein or in the Guaranty Agreement to be executed in connection therewith), (c) release the Company from the Obligations hereunder, (d) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any Lender of the Company's rights and obligations hereunder or (e) amend the provisions of this Section 9.11 or the definition of Required Lenders, in each case, without the prior written consent of such each Lender;. In addition, no amendment, waiver or consent to

Amendments, Waivers and Consents. Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may Document (other than the Fee Letter), or consent to any departure by Borrowers therefrom, shall in any event be amended effective unless the same shall be in writing and signed by Borrowers and the Required Lenders (or waived by the LendersAgent at their instruction on their behalf), and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, then such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall: , unless in writing and signed by Borrowerx xxx xxx the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders”, “Super Majority Lenders” or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any other Loan Document (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents as in effect on the Closing Date); (i) subordinate any of Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents as in effect on the Closing Date) or subordinate the Obligations to any other Indebtedness for borrowed money; (j) amend any of the provisions of Section 10.5 or amend, modify or waive any condition set forth provision of the Loan Documents requiring pro rata treatment of the Lenders; or (k) increase any advance rates under the definition of Borrowing Base (provided that the foregoing shall not impair the ability of Agent to add, remove, reduce or increase reserves against the Borrowing Base in accordance with Section 5.2 2.1(b)); provided further that no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, the Borrowing Base, or the Eligible Credit Card Receivables, Eligible Receivables or Eligible Inventory in accordance with Section 2.1(b)) to the extent that any such change results in more credit being available to Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of each Lender directly affected thereby; the Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (bi) extend or a Lender, increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this Agreement or any other Loan Document, (iii) the Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) Agent, in addition to the Lenders required above, take any action that affects the rights or duties of Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender without shall be excluded in determining whether all Lenders or the written Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in the Credit Agreement or any other Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that no amendment, waiver or consent shall: shall (a) waive increase (i) the Commitment of any condition set forth Lender, (ii) the Alternative Currency Commitment or (iii) the Swingline Commitment, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, (h) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower’s rights and obligations hereunder, (i) release any Collateral or any Security Documents (other than asset sales permitted pursuant to Section 5.2 10.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (j) amend the definition of Alternative Currency, (k) amend the provisions of this Section 13.11 or the definition of Required Lenders, or (l) extend the time of the obligation of the Lenders to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions (a) of Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent, (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III shall be made without the written consent of such the Issuing Lender;, (c) relating to Swingline Loans or the Swingline Facility shall be made without the written consent of the Swingline Lender and (d) relating to Alternative Currency Loans or the Alternative Currency Facility shall be made without the written consent of the Alternative Currency Lender.

Amendments, Waivers and Consents. Except as set forth below (a) All amendments, waivers or as specifically provided in consents of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of shall be effective only if the other Loan Documents may same shall be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing and signed by the Required Lenders (Creditors, provided that any amendment, modification, supplement or by waiver of Sections 12(e), 15 or 22 or the Administrative definitions of Directing Creditors, Distribution, Loan Obligations, Purchaser Obligations, Required Creditors, Required Purchasers, Secured Obligations or Secured Creditor shall require the unanimous written consent of all the Secured Creditors. Any amendments, waivers or consents of any provision of this Agreement affecting the rights or obligations of the Collateral Agent with shall also require the prior written consent of the Required LendersCollateral Agent. (b) All amendments or waivers of any provision of or consent pursuant to or under any Security Instrument shall be effective only if the same shall be in writing and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement Collateral Agent and the other Loan DocumentsRequired Creditors. Notwithstanding the foregoing, such amendment, waiver the release of all or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent substantially all of the Required Agreement Lenders) and delivered Collateral prior to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 without Security Termination Date shall require the written consent of each Lender directly affected thereby;of the Secured Creditors. (bc) extend Each Secured Creditor hereby agrees and covenants with each other Secured Creditor that it will not amend or increase the Commitment modify any term or provision of any Lender other Debt Document (or reinstate i.e., other than this Agreement and any Commitment terminated pursuant to Section 12.2other Security Instrument covered above in subsections (a) or the amount of Loans of any Lender and (b), respectively) without the prior written consent of the Required Creditors; provided, however, that nothing in this SECTION 22 shall, or shall be deemed to, affect the voting requirements set forth in each such Lender;agreement for such amendments and modifications.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the Aggregate Commitment or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any condition set forth Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower's rights and obligations hereunder, (h) amend the provisions of this Section 5.2 14.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the Aggregate Commitment or increase the amount of the Loans, (b) reduce the rate of interest or fees payable on any condition set forth Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower's rights and obligations hereunder, (h) amend the provisions of this Section 5.2 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Renewal. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans, (b) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or the time or times of payment of interest on any Loan, (c) reduce the rate of interest or fees payable on any Loan (other than interest accruing as provided in Section 5.2 3.1(f)), (d) permit any subordination of the principal or interest on any Loan, (e) release any material portion of the Collateral or Security Document (other than (i) upon termination of the Commitments and payment and satisfaction of all Obligations (other than any Obligations that survive the termination of this Agreement pursuant to Section 12.13), (ii) Collateral constituting property being sold or disposed of if Borrowers certify to the Administrative Agent that the sale or disposition is made in compliance with the provisions of this Agreement and the Security Documents, upon which certification the Administrative Agent may conclusively rely in good faith, without further inquiry, or (iii) as specifically permitted in this Agreement or the applicable Security Document) or (f) amend the provisions of this Section 12.9 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Administrative Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentthis Agreement, waiver the Company, the Required Lenders, and if the rights or consent for which a substantially similar corresponding amendment, waiver duties of any Agent or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneouslyany Issuing Bank are affected thereby, such amendmentAgent and/or such Issuing Bank, waiver or consent is as the case may be, and (b) in writing signed by the Required Lenders (or by case of any other Credit Document, each party thereto and the Administrative Agent or other applicable Agent (with the consent of the Required Lenders), provided that: (i) no amendment or waiver shall (A) increase or extend any Commitment of any Lender without the consent of such Lender, (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including, without limitation, any reduction in the rate of interest unless such reduction is otherwise [Senior Secured Revolving Credit Agreement] provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender owed any such Obligation, (C) release any Cash Collateral for any Collateralized Obligations (other than as provided in accordance with Section 8.4) without the consent of all Lenders, (D) release all or substantially all of the Collateral (or all or substantially all of the value of the Collateral) or release all or substantially all of the value of the Guaranty by the Guarantors under the Guaranty and delivered Collateral Agreement (except as expressly provided in Section 11.30) without the consent of all Lenders, (E) change the provisions of Article 4 hereof without the consent of all Lenders, (F) change any provision requiring ratable (x) reduction of Commitments or (y) funding or sharing of payments or distributions to Lenders without the consent of all Lenders, (G) without the consent of all Lenders, amend or otherwise modify this Agreement or any other Credit Document if the effect of which would be to (x) subordinate the Lien on all or substantially all of the Collateral securing the Obligations to any Lien securing other Indebtedness or (y) provide for payment subordination of the Obligations, or (H) without the consent of all Lenders adversely affected thereby, amend, waive or otherwise modify any provision of Section 8.7; (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 11.12 or the definition of “Required Lenders” or the number of Lenders required to take any action under any other provision of the Credit Documents; (iii) notwithstanding anything to the contrary herein, (A) any Borrowing Request may be amended with the consent of only the Company and the Administrative Agent, (B) any Application may be amended with the consent of only the Company and the applicable Issuing Bank, (C) any Letter of Credit shall be amended in accordance with Section 2.12 and (D) this Agreement may be amended pursuant to Section 8.2 in accordance with the terms thereof; (iv) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (v) [reserved]; (vi) [reserved]; and (vii) notwithstanding anything to the contrary herein or in any other Credit Document, without any further action or consent of any other party to this Agreement or other applicable Credit Document: (A) if any Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error, inconsistency or other defect in any provision of this Agreement or any other Credit Document, then the Administrative Agent and(or other applicable Agent) and the Company (and/or other applicable Credit Party, in the case of an amendmentany Collateral Document) shall be [Senior Secured Revolving Credit Agreement] permitted to amend, signed by modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error, inconsistency or other defect; (B) the Borrower; Administrative Agent (or other applicable Agent) and the Company (and/or other applicable Credit Party, in the case of any Collateral Document) shall be permitted to amend, restate, modify or supplement this Agreement or any other amendment, waiver or consent specifically impacting only Credit Document to add terms and provisions that are more restrictive to the Company and its Subsidiaries than those set forth in this Agreement and the other Loan Documents, such amendment, waiver Credit Documents on the Effective Date to the extent contemplated by Section 7.3(h) or consent is in writing signed by the Required Agreement Lenders Section 7.6; and (or by C) the Administrative Agent with the consent of the Required Agreement Lenders(or other applicable Agent) and delivered to the Administrative Agent andCompany (and/or other applicable Credit Party, in the case of an any Collateral Document) shall be permitted to amend, restate, modify, waive or supplement this Agreement or any other Credit Document, to enter into any new agreement or instrument and/or to replace any Collateral Document (and, at the request of the Company, the applicable Agent shall enter into any such amendment, signed restatement, modification, waiver, supplement, new agreement, new instrument or replacement), in any such case, in order to (I) comply with local law or advice of local counsel, (II) give effect to the Collateral and Guaranty Requirements or otherwise cause any Guaranty or Collateral Document to be consistent with this Agreement (including the Collateral and Guaranty Requirements) and the other Credit Documents, (III) add Guarantors, Pledgors and/or Collateral, (IV) otherwise give effect to, or otherwise grant, perfect, protect, expand or enhance, any Lien on any property for the benefit of the Secured Parties, (V) evidence or give effect to any release or subordination permitted by Section 11.30, (VI) provide for the Borrower; providedassumption of a Credit Party’s or Pledgor’s obligations under the applicable Credit Documents in the case of a consolidation, that no amendmentamalgamation, waiver merger or consent shall: sale of all or substantially all of such Person’s assets in accordance with Section 7.1, and/or (aVII) waive any condition set forth in Section 5.2 without otherwise enhance the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment rights of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) Agent or the amount of Loans of rights or benefits generally applicable to the Secured Parties under any Lender without the written consent of such Lender;Credit Document with respect to Collateral or Guaranty matters.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing and signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, Borrowers; provided that no such amendment, waiver change, waiver, discharge or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 5.2 termination shall without the written consent of each Lender directly affected thereby: (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)) or permit the expiration date of any Letter of Credit to be after the Revolving Loan Maturity Date (except as provided in Section 2.3(a)); (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or increase fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any Lender (or reinstate any Commitment terminated reduction of the Commitments by the Borrowers pursuant to Section 12.22.1(e) (it being further understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Sections 2.2, 2.3 or 11.9, or any other provision that affects the rights or duties of the Swing Lender or the amount Issuing Lender may be amended or modified without the consent of Loans the Swing Lender or Issuing Lender, as applicable. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Revolving Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender without not electing to increase its Commitment shall be required for any such increase in the written Revolving Committed Amount. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender;Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: shall (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (b) extend the originally scheduled time or times of payment of the principal of any condition set forth Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers’ rights and obligations hereunder, or (g) amend the provisions of this Section 5.2 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent of or to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III shall be made without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall: , without the prior written consent of each Lender, (a) waive release any condition set forth Borrower from its Obligations hereunder, (b) increase the amount or extend the time of the obligation of the Lenders to make Loans (including, without limitation, pursuant to Section 2.8), (c) extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan or the time or times of any payment of any fees hereunder, (d) reduce the rate of interest payable on any Loan or the amount of any fees hereunder, (e) permit any subordination of the principal or interest on any Loan, (f) release any material portion of the Collateral or release any Security Document (other than as specifically permitted in this Agreement or the applicable Security Document), (g) reduce the "Guaranteed Obligations" as defined in Section 5.2 10.1 or release the Guarantor from its Obligations under Article X, (h) release or discharge any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty Agreement or amend Section 7.12 or (i) amend the provisions of Sections 13.10(a) or this Section 13.11 or the definition of Required Lenders. In addition, no amendment, waiver or consent to the provisions of Article XII shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Administrative Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document-------------------------------- below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or -------- consent shall: shall (a) waive increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.6), (b) extend the originally scheduled time or times of payment of the principal of any condition set forth in Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (e) release any Subsidiary Guarantor or (f) amend the provisions of this Section 5.2 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XII shall be made without the written consent of each Lender directly affected thereby; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;Agent.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided and in any Loan DocumentSection 2.8, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; Borrower and in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerSubsidiary party thereto; provided, that no amendment, waiver or consent shall: shall (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any other amounts payable hereunder or under any other Loan Document, (c) reduce the rate or amount of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) waive or amend the provisions of Section 9.1, (f) permit any condition set forth subordination of the principal or interest on any Loan or Reimbursement Obligation, (g) release or permit the Borrower to assign any Guaranty Agreement or any material portion of the collateral (other than as specifically permitted or contemplated in this Agreement, the Guaranty Agreement or the applicable Pledge Agreement) or (h) amend the provisions of this Section 5.2 13.11 or the definition of Required Lenders, without the 74 80 prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of each Lender directly affected thereby; the Administrative Agent and (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender Article III without the written consent of such the Issuing Lender;.

Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan DocumentSubject to Section 9.2 and 2.14, any term, covenant, agreement or condition of this Agreement or any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentthis Agreement, waiver the Borrower, the Required Lenders, and if the rights or consent for which a substantially similar corresponding amendment, waiver duties of any Agent or consent with regard to the U.S. Credit Agreement will be made effective thereunder contemporaneouslyany Issuing Bank are affected thereby, such amendmentAgent and/or such Issuing Bank, waiver or consent is as the case may be and (b) in writing signed by the Required Lenders (or by case of any other Credit Document, each party thereto and the Administrative Agent or other applicable Agent (with the consent of the Required Lenders), provided that: (i) no amendment or waiver shall (A) (i) increase or extend any Commitment of any Lender without the consent of such Lender, (ii) extend the maturity date of any Loan held by such Lender without the consent of such Lender, (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including, without limitation, any reduction in the rate of interest unless such reduction is otherwise provided herein and delivered other than a waiver of default interest pursuant to Section 2.7) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender owed any such Obligation, (C) release any Cash Collateral for any Collateralized Obligations (other than as provided in accordance with Section 8.4) without the consent of all Lenders, (D) release all or substantially all of the Collateral (or all or substantially all of the value of the Collateral) or release all or substantially all of the Guarantors from their Guaranties of the Obligations (except as expressly provided in Section 11.30) without the consent of all Lenders, (E) change the provisions of Article 4, Section 11.5, Sections 11.15(a) or (b) hereof without the consent of all Lenders, (F) change any provision requiring ratable (x) reduction of Commitments, (y) funding or sharing of payments or (z) Section 3.04 (Application of Proceeds) of the Intercreditor Agreement, or Section 8.7, in each case, without the consent of each Lender adversely affected thereby or (G) without the consent of each Lender adversely affected thereby, amend or otherwise modify this Agreement to (x) subordinate the Lien on all or substantially all of the Collateral securing the Obligations to any Lien securing other Indebtedness or (y) provide for payment subordination of the Obligations unless in connection with a debtor-in-possession financing that does not provide a “roll up” of any existing obligations or use of cash collateral in any proceeding under any debtor relief law; (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 11.12 or the definition of “Required Lenders” or the number of Lenders required to take any action under any other provision of the Credit Documents; (iii) notwithstanding anything to the contrary herein, (A) any Borrowing Request may be amended with the consent of only the Borrower and the Administrative Agent, (B) any Application may be amended with the consent of only the Borrower and the applicable Issuing Bank, (C) any Letter of Credit shall be amended in accordance with Section 2.12 and (D) this Agreement may be amended pursuant to Section 11.12 in accordance with the terms thereof; (iv) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; and (v) notwithstanding anything to the contrary herein or in any other Credit Document, without any further action or consent of any other party to this Agreement or other applicable Credit Document: (A) if the Administrative Agent andand the Borrower acting together identify any ambiguity, omission, mistake, typographical error, inconsistency or other defect in any provision of this Agreement or any other Credit Document, then the Administrative Agent and the Borrower (and/or other applicable Credit Party and any other applicable Agent, in the case of an amendmentany Collateral Document) shall be permitted to amend, signed by modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error, inconsistency or other defect; (B) the Borrower; Administrative Agent and the Borrower (and/or other applicable Credit Party and other applicable Agent, in the case of any Collateral Document) shall be permitted to amend, restate, modify or supplement this Agreement or any other amendment, waiver or consent specifically impacting only Credit Document to add terms and provisions that are more restrictive to the Borrower and its Subsidiaries than those set forth in this Agreement and the other Loan Documents, such amendment, waiver Credit Documents on the Effective Date to the extent contemplated by Section 7.3(h) or consent is in writing signed by the Required Agreement Lenders Section 7.6; (or by C) the Administrative Agent with and the consent of the Required Agreement Lenders) Borrower (and/or other applicable Credit Party and delivered to the Administrative Agent andother applicable Agent, in the case of an any Collateral Document) shall be permitted to amend, restate, modify, waive or supplement this Agreement or any other Credit Document, to enter into any new agreement or instrument and/or to replace any Collateral Document (and, at the request and cost of the Borrower, the applicable Agent shall enter into any such amendment, signed restatement, modification, waiver, supplement, new agreement, new instrument or replacement), in any such case, in order to (I) comply with local law or advice of local counsel, (II) give effect to the Agreed Security Principles or otherwise cause any Collateral Document or any Guaranty to be consistent with this Agreement (including the Agreed Security Principles) and the other Credit Documents, (III) add Guarantors, Pledgors, and/or Collateral, (IV) otherwise give effect to, or otherwise grant, perfect, protect, expand or enhance, any Lien on any property for the benefit of the Secured Parties (as defined in the Intercreditor Agreement), (V) evidence or give effect to any release or subordination permitted by Section 11.30, (VI) provide for the assumption of a Credit Party’s or Pledgor’s obligations under the applicable Credit Documents in the case of a consolidation, amalgamation, merger or sale of all or substantially all of such Person’s assets in accordance with Section 7.1, and/or (VII) otherwise enhance the rights of any Agent or the rights or benefits generally applicable to the Secured Parties under any Credit Document with respect to Collateral or Guaranty matters; and (D) no Lender consent is required to effect any amendment or supplement to the Intercreditor Agreement or any other intercreditor agreement that is, for the purpose of adding the holders or creditors (or a representative with respect thereto) of any Indebtedness subject to and, as a condition to the incurrence of any such Indebtedness permitted by Section 7.03, as parties thereto, as expressly contemplated by the Borrower; providedterms of the Intercreditor Agreement or such other intercreditor agreement (it being understood that any such amendment or supplement may make such other changes to the Intercreditor Agreement or such other applicable intercreditor agreement as, that no amendmentin the good faith determination of the Administrative Agent, waiver or consent shall:are required to effectuate the foregoing). (avi) waive The Common Security Agent will not be required to enter into any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby; amendment or supplement to this Agreement or any other Credit Document (bother than documents contemplated by Schedule 6.15) extend or increase the Commitment unless it has received a certificate of any Lender (Responsible Officer or reinstate any Commitment terminated pursuant to Section 12.2) other officer or the amount of Loans director of any Lender without Credit Party and an opinion of counsel, upon which the written consent Common Security Agent may conclusively rely, stating that such amendment or supplement does not result in a breach of such Lender;any provision or covenant contained in any of the Credit Documents.