Common use of Amendments, Waivers and Consents Clause in Contracts

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders: (a) each Lender affected thereby: extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 with respect to any Loan or fees hereunder; (c) ; reduce or waive forgive the principal amount of any Loan; (d) increase or ; extend the Commitment of a Lender beyond the Maturity Date or 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) ; release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) such obligations; amend, modify or waive any provision of this Section 11.6 or Section 3.4(a)3.3, 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.512.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of (a) Section 10 11 may be amended or modified without the consent of the Administrative Agent and (iib) no provisions of Section 2.2 5 may be amended or modified without the consent of the each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the then Credit PartiesBorrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or postpone or extend the time for any payment or prepayment of principalCommitment Period; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or Reimbursement Obligation; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.210.3, 11.3 11.7, 12.2, 12.3, 12.5 or 11.5; or12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrowers may, in their sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the then Credit PartiesBorrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or postpone or extend the time for any payment or prepayment of principalCommitment Period; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or Reimbursement Obligation; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.210.3, 11.3 11.7, 12.2, 12.3, 12.5 or 11.5; or12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. 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 Xxxxxx sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrowers may, in their sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or postpone or extend the time for any payment or prepayment of principalCommitment Period; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or Reimbursement Obligation; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3, 12.5 or 11.5; or12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions such agreement shall amend, modify or otherwise affect the rights or duties of Section 2.2 may be amended the Administrative Agent or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrowers may, in their sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a), 10.7, 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. (a) Neither this Credit Agreement nor any other Credit Loan Document (other than the Support Agreement (except as provided in clause (viii) below)) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders Lenders, the Borrower and the then Credit PartiesParent; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (ai) extend the Maturity Datefinal maturity of any Advance, or postpone or extend the time for any payment or prepayment of principal;portion thereof (except pursuant to Section 2.06), (bii) reduce the rate or extend the time of payment of interest (other than as a result waiver or rescission of waiving the applicability application of any post-the default increase in interest ratesrate of interest) thereon or fees hereunder; (ciii) reduce or waive repayment of the principal amount of any Loan;Advance, (div) increase or extend the Commitment of a Lender or increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that none of (A) a waiver of any Default or Event of Default or a waiver Default, (B) the extension of the Commitment of any mandatory reduction other Lender in accordance with Section 2.06 or (C) the Commitments shall not increase of the Commitment of any other Lender in accordance with Section 2.05, shall, in any case, constitute a change in the terms of any the Commitment of any such Lender);, (ev) release the Borrower from all its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;Loan Documents except as permitted hereby, (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (gvi) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders”, (vii) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under (or in respect of) the Loan Documents except as permitted hereby or thereby, (viii) (x) terminate or otherwise cancel the Support Agreement or (y) amend or otherwise modify the terms of the Support Agreement in any manner that, in the case of this clause (y), adversely affects the rights of such Lender, or (ix) amend or otherwise modify this Section 7.04. Notwithstanding anything to the abovecontrary herein, (i) no provisions 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 Section 10 all Lenders or each affected Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or modified extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above, affect the rights or duties of the LC Issuing Banks under this Agreement or any Letter of Credit issued or to be issued by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Banks in addition to the Lenders required above, affect the rights or duties of the Swing Line Banks under this Agreement; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (v) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. (b) In connection with any proposed amendment, change or waiver (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (a) above being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate (or to execute a Power of Attorney to the Administrative Agent for the Administrative Agent to assign and delegate on such Non-Consenting Lender’s behalf) without recourse (in accordance with and subject to the restrictions contained in Section 7.05), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and any relevant Issuing Bank), which consent shall not unreasonably be withheld, (ii) no provisions such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Advances and participations in Letter of Credit payments that have not been reimbursed, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 2.2 may be amended or modified without 7.05(b)(iv). Notwithstanding anything to the consent contrary in this Agreement, the return of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Note held by any such Non-Consenting Lender is entitled not a condition to vote as such Lender sees fit on the effectiveness of any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of assignment pursuant to this 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 proceeding7.04(b).

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 9.1(a), 11.2, 11.3 or 11.5. (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any . No provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, 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 the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) a. extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (b) 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 fees hereunder; (c) c. reduce or waive forgive the principal amount of any Loan; (d) d. increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) e. release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) f. amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.5; or12.5; (g) g. reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or h. release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions such agreement shall amend, modify or otherwise affect the rights or duties of Section 2.2 may be amended the Administrative Agent or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any LoanLoan or L/C Borrowing; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations under the Loan Documents; (f) amend, modify or waive any provision of this Section 10.6 or Sections 2.12(a), 2.13, 2.14, 8.1(a), 10.2, 10.3 or 10.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Loan Documents; (fi) amendunless also signed by the L/C Issuers, modify affect the rights or waive duties of the L/C Issuers under this Agreement or any provision Issuer Document relating to any Letter of Credit issued or to be issued by them; (j) unless also signed by the Swing Line Lender, affect the rights or duties of the Swing Line Lender under this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5Agreement; or (gk) reduce unless also signed by the Administrative Agent, affect the rights or duties of the Administrative Agent under this Agreement or any percentage specified in, or otherwise modify, the definition of Required Lendersother Loan Document. Notwithstanding the above, (i) no provisions No provision of Section 10 9 may be amended or modified without the consent of the Administrative Agent Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and (ii) no provisions any amendment, waiver or consent which by its terms requires the consent of Section 2.2 all Lenders or each affected Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or modified extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the Issuing consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower, and acknowledged by the Agent; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Revolving Loan Commitment of a Lender (it being 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 Revolving Loan Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 4.1, 4.2, 4.3, 4.4, 9.1(a), 11.2, 11.3 or 11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any . No provision of this Section 11.6 2.9 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent Agent. No amendment, waiver or consent shall, unless in writing and (ii) no provisions of Section 2.2 may be amended signed by each L/C Issuer, adversely affect the rights or modified without the consent obligations of the Issuing L/C Issuers in their capacities as such under this Credit Agreement. No amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender, affect the rights or obligations of the Swing Line Lender in its capacity as such under this Credit Agreement. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein herein. Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders (except that (x) an increase or extension of the Commitment(s) of such Defaulting Lender, (y) any reduction of the Required amount of principal or interest owed to such Defaulting Lender and (z) or any waiver, amendment or modification requiring the consent of all Lenders may or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall, in each case, require the consent of such Defaulting Lender); provided, however, that all other benefits and obligations under the Credit Documents shall apply to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingsuch Defaulting Lender.

Amendments, Waivers and Consents. Neither Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) and delivered to the then Credit PartiesAdministrative Agent and, in the case of an amendment, signed by the Borrower; provided that no such amendment, change, waiver, discharge waiver or termination shall without the consent of all the Lendersmay: (aA) increase the Term Loan Commitment of any Lender (or reinstate any Term Loan Commitment terminated pursuant to Section 8.2) or the amount of Term Loans of any Lender, in any case, without the written consent of such Lender; (B) waive, extend the Maturity Date, or postpone any date fixed by this Agreement or extend the time any other Loan Document for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being understood and agreed that a waiver of a mandatory prepayment under Section 2.5 only requires the consent of the Required Lenders) of principal, interest, fees or other amounts due to the Lenders (or any Default of them) or Event of Default or a waiver of any mandatory reduction in of the Commitments shall not constitute a change in Term Loan Commitment hereunder or under any other Loan Document without the terms written consent of any Commitment of any Lender)each Lender directly and adversely affected thereby; (eC) release reduce the principal of, or the rate of interest specified herein on, any Term Loan or (subject to Section 10.3(I)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided only the consent of the Required Lenders is necessary to waive any obligation of the Borrower from its obligations to pay interest at the rate set forth in Section 3.1(B) during the continuance of an Event of Default; (D) change Section 3.5 or Section 8.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (E) change any provision of this Section 10.3 or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (F) consent to the assignment or transfer by the Borrower any Loan Party of any of its such Loan Party’s rights and obligations under any Loan Document to which it is a party (or except as permitted pursuant to Section 7.12), in respect ofeach case, without the written consent of each Lender; (G) release (i) the Credit Documents Parent, (ii) all of the Subsidiary Guarantors or (iii) Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in any case, from the Guaranty Agreement (other than as authorized in Section 9.8), without the written consent of each Lender; (H) release all or substantially all of the Guarantors from their respective obligations under Collateral or release any Security Document (other than as authorized in Section 9.8 or as otherwise specifically permitted or contemplated in this Agreement or the Credit Documents; (fapplicable Security Document) amend, modify or waive any provision without the written consent of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5each Lender; or (gI) reduce affect the rights or duties of the Administrative Agent under this Agreement or any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified other Loan Document without the written consent of the Administrative Agent and (ii) no provisions of Section 2.2 in addition to the Lenders required hereunder; provided each Fee Letter may be amended amended, or modified rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender has any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Term Loan Commitment of such Lender may not be increased or extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or Reimbursement Obligation; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.5; or12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions such agreement shall amend, modify or otherwise affect the rights or duties of Section 2.2 may be amended the Administrative Agent or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.512.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of (a) Section 10 11 may be amended or modified without the consent of the Administrative Agent and (iib) no provisions of Section 2.2 5 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or Reimbursement Obligation; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.5; or12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions such agreement shall amend, modify or otherwise affect the rights or duties of Section 2.2 may be amended the Administrative Agent or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed by (a) in the case of this Agreement, the Parent, the Borrower, the Required Lenders Lenders, and if the rights or duties of the Administrative Agent are affected thereby, the Administrative Agent and (b) in the case of any other Credit Document, each party thereto and the then Credit Parties; Administrative Agent (with the consent of the Required Lenders), provided that that: (i) no such amendment, change, waiver, discharge amendment or termination waiver shall (A) increase or extend any Commitment of any Lender without the consent of all the Lenders: such Lender, (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (bB) reduce the rate amount of or extend postpone the time of date for any scheduled payment of any principal of or interest (other than as a result of waiving the applicability of including any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 rate of interest unless such reduction is otherwise provided herein) on any Loan or of any Commitment fee payable hereunder, without the consent of each Lender owed any Lender); such Term Loan Obligation, (eC) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the value of the Guaranties of the Guarantors from their respective obligations under the Credit Documents; Guaranty and Collateral Agreement or all or substantially all of the Collateral (f) amendexcept as expressly provided for in the Guaranty and Collateral Agreement, modify or waive any provision of this Section 11.6 the Collateral Documents or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g11.20) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of all Lenders, (D) waive the Administrative Agent and (ii) no provisions of Section 2.2 may be amended Article IV hereof without in each such case the consent of all Lenders, (E) change any provision requiring ratable funding or modified sharing of payments without the consent of all Lenders or (F) amend or waive this Section 11.11, the Issuing Lender. Notwithstanding definition herein of “Required Lenders” or the fact that number of Lenders required to take any action under any other provision of the Credit Documents without the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled directly and adversely affected thereby; and (ii) notwithstanding anything to vote as such Lender sees fit on the contrary herein any reorganization plan that affects Borrowing Request may be amended with the Loans or consent of only the Letters of Credit, Borrower 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 proceedingAdministrative Agent.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 with respect to any Loan or fees hereunder; (c) reduce or waive forgive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender beyond the Maturity Date or 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a)3.3, 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.5; or12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of (a) Section 10 11 may be amended or modified without the consent of the Administrative Agent and (iib) no provisions of Section 2.2 5 may be amended or modified without the consent of the each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 with respect to any Loan, any Reimbursement Obligation or fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or any Reimbursement Obligation; (d) increase or extend the Commitment of a Lender beyond the Maturity Date or 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a)3.3, 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.5; or12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of (a) Section 10 11 may be amended or modified without the consent of the Administrative Agent and (iib) no provisions of Section 2.2 5 may be amended or modified without the consent of the each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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 proceedingherein.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or any other Credit Document nor Loan Document, or consent to any of departure by the terms hereof or thereof may Borrower therefrom, shall in any event be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is the same shall be in writing and signed by the Borrower and the Required Lenders (or by the Agent on their behalf) without taking into account the Commitments or Loans held by Defaulting Lenders or the Borrower or any of its Affiliates (determined without giving effect to the proviso to the definition of "Affiliates"), and the then Credit Parties; provided that no such amendment, changewaiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, waiverhowever, discharge that no amendment, waiver or termination shall without consent shall, unless in writing and signed by the consent of Borrower and all the Lenders: Lenders (other than any Defaulting Lender or the Borrower or any of its Affiliates (determined without giving effect to the proviso to the definition of "Affiliates")), do any of the following at any time: (a) extend change the Maturity Date, number of Lenders that shall be required for the Lenders or postpone or extend the time for any payment or prepayment of principal; them to take any action hereunder; (b) reduce amend the rate or extend the time definition 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; "Required Lenders"; (c) reduce or waive the principal amount of any Loan; amend this Section 11.5; (d) increase reduce the amount of principal of, or extend interest on, or the Commitment of a Lender (it being understood and agreed that a waiver of interest rate applicable to, the Loans or any Default fees 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); other amounts payable hereunder; (e) release postpone any date on which any payment of principal of, or interest on, the Borrower from its obligations Loans or consent any fees or other amounts payable hereunder is required to the assignment or transfer by the Borrower of any of its rights and obligations under be made; (or in respect off) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify Collateral; or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, amend the definition of Required Lenders. Notwithstanding "Borrowing Base" or modify Section 2.2(a)(ii)if the aboveeffect thereof would be to increase the amount of Revolving Credit Loans or CapEx Loans, respectively, available to the Borrower; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) no provisions a Lender, change the Pro Rata Share or increase the Commitment of Section 10 may be amended or modified without the consent of the Administrative Agent such Lender, and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all Agent, in addition to the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as take any such Lender sees fit on any reorganization plan action that affects the Loans rights or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) duties 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 Agent under this Agreement or insolvency proceedingany other Loan Document.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; Borrowers, provided that further that: (a) no such amendment, change, waiver, discharge or termination shall without the consent of all the Lendersshall: (ai) extend the Maturity Datefinal maturity of any Loan or of any reimbursement obligations arising from drawings under U.S. Letters of Credit, or postpone any portion thereof without the written consent of each Lender whose Loans, reimbursement obligations or extend the time for any payment or prepayment of principalportions thereof that are being so extended; (bii) postpone any date fixed by this Credit Agreement for the payment of principal of any Loan (excluding mandatory prepayments) or 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 on any Loan or of any reimbursement obligations arising from drawings under U.S. Letters of Credit or fees hereunderhereunder without the written consent of each Lender entitled to receive such payment; (ciii) reduce or waive the principal amount on any Loan or of any Loan; (d) reimbursement obligations arising from drawings under U.S. Letters of Credit or the amount of any accrued interest or fees, or increase or extend the Commitment of a any Lender over the amount thereof in effect without the written consent of each Lender entitled to receive such payment or each Lender whose Commitment is being increased (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); (eiv) release amend, modify or waive any provision of this Section 11.6(a) or Section 9.3 without the Borrower from its obligations written consent of each Lender directly affected thereby; (v) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders”, “Required U.S. Lenders” and “Required Foreign Currency Lenders”, without the written consent of each Lender directly affected thereby; (vi) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under (or in respect of) the Credit Documents to which it is a party without the written consent of each Lender; and (vii) except as the result of or in connection with a dissolution, merger, amalgamation or disposition of a Subsidiary (other than a Borrower whose Obligations have not been assumed by another Borrower) not prohibited by Section 8.4 or as otherwise permitted by any Credit Document, release all the Borrowers from its or substantially all of the Guarantors from their respective obligations under the Credit DocumentsDocuments without the written consent of each Lender that has Obligations owing by the Person to be released; (b) no provision of Article II may be amended without the consent of the Required U.S. Lenders; (c) no provision of Article III may be amended without the consent of the Required Foreign Currency Lenders, and no amendment, change, waiver, discharge or termination shall (i) modify clause (a) of the definition of “Foreign Currency” without the written consent of each Foreign Currency Lender, (ii) modify Section 1.5 without the written consent of each Foreign Currency Lender directly affected thereby or (iii) modify the unanimous consent requirements set forth in Section 3.2(b) without the written consent of each Foreign Currency Lender; (d) no provision of Article X may be amended without the consent of the Agent; (e) unless also signed by the U.S Issuing Lender, no amendment, waiver or consent shall affect the rights or duties of the U.S Issuing Lender under this Credit Agreement or any U.S. LOC Document relating to any U.S. Letter of Credit issued or to be issued by it; (f) amendunless also signed by the U.S. Swingline Lender, modify no amendment, waiver or waive any provision consent shall affect the rights or duties of the U.S. Swingline Lender under this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5Credit Agreement; orand (g) reduce any percentage specified inunless also signed by the applicable Foreign Swingline Lender(s), no such amendment, change, waiver, discharge or otherwise modify, termination shall affect the definition rights or duties of Required Lenderssuch Foreign Swingline Lender (in its capacity as such) under this Credit Agreement. Notwithstanding anything to the abovecontrary herein, (i) no provisions if any amendment to this Credit Agreement is required solely to give effect to permit the designation of a Foreign Subsidiary as a Foreign Borrower in accordance with Section 10 may 3.2, then such amendment shall be amended or modified without effective to the consent of extent contained in the Administrative related Foreign Borrower Joinder Agreement that is executed by Airgas, the applicable Applicant Foreign Borrower, the Agent and each Foreign Currency Lender, and (ii) no provisions 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 Section 2.2 all Lenders or each affected Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or modified extended without the consent of the Issuing Lender. Notwithstanding the fact that such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as consent of such 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 proceedingDefaulting Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.512.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions such agreement shall amend, modify or otherwise affect the rights or duties of Section 2.2 may be amended or modified the Administrative Agent without the prior written consent of the Issuing LenderAdministrative Agent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or Reimbursement Obligation; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3, 12.5 or 11.5; or12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender. Notwithstanding the above, no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions such agreement shall amend, modify or otherwise affect the rights or duties of Section 2.2 may be amended the Administrative Agent or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrowers may, in their sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed (a) by the Borrower, (b) by the Required Lenders (subject to Section 2.14(b)), and (c) if the then Credit Parties; rights or duties of the Administrative Agent, Collateral Agent, or the Other Agents are affected thereby, by the Administrative Agent, Collateral Agent, or the Other Agents, as the case may be, provided that however, that: (i) no amendment or waiver shall (A) increase any Commitment of any Lender without the consent of such amendmentLender, change(B) (other than in accordance with Section 2.16), waiver, discharge postpone or termination shall extend the Commitment Termination Date or Maturity Date without the consent of all the Lenders: , (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (bC) reduce the rate amount of or extend postpone the time of 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, (D) release any Collateral for any Collateralized Obligations (other than as a result provided in accordance with Section 7.4) without the consent of waiving the applicability of any post-default increase in interest rates) thereon all Lenders or fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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); (eE) release the Borrower Holdings from its obligations or consent to under the assignment or transfer by the Borrower of any of its rights and obligations Holdings Guaranty or, except as otherwise expressly permitted under (or in respect of) the Credit Documents or this Agreement, release all or substantially all of the Subsidiary Guarantors from their respective obligations under the Credit DocumentsSubsidiary Guaranties without the consent of all Lenders; (fii) 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; and (iii) no amendment or waiver shall amend, modify or waive any provision otherwise affect the rights, duties or obligations of this Section 11.6 or Section 3.4(a)the Administrative Agent, 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified inCollateral Agent, or otherwise modifyany Issuing Bank (including, the definition of Required Lenders. Notwithstanding the abovewithout limitation, (iany such rights, duties or obligations pursuant to Section 2.14 and Section 7.4) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent or such Issuing Bank, as the case may be; and (ii) no provisions provided further that any provision of Section 2.2 this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or modified without inconsistency so long as, in each case, the consent Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the Issuing Lender. Notwithstanding date of such notice to the fact that the consent of all the Lenders is required in certain circumstances as set forth aboveLenders, (x) each Lender is entitled to vote as such 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) a written notice from the Required Lenders may consent stating that the Required Lenders object to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingsuch amendment.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or extend or postpone or extend the time for any payment or prepayment of principalprincipal of any Loan or unreimbursed drawing of any Letter of Credit; (b) reduce the rate or amount 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; (c) reduce or waive the principal amount of any LoanLoan or unreimbursed drawing of any Letter of Credit; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release (i) all or substantially all of the Guarantors from their respective obligations under the Credit DocumentsDocuments or (ii) any material Guaranty; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b3.4(b)(i), 3.4(c)(i3.7 (or any other provision providing for the pro rata nature of payments or disbursements to Lenders), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and Agent, (ii) no provisions of Section 2.2 2.3 may be amended or modified without the consent of the Issuing Lender and (iii) no provisions of Section 2.4 may be amended or modified 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 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone any portion thereof, or extend the time for expiration date of any payment or prepayment Letter of principalCredit beyond the Termination Date; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect, or extend such Commitment beyond the Termination Date (it being 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); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of (a) this Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of any Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of such Issuing Bank. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither In order for any amendment, change, waiver, discharge or termination of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof may other Credit Documents to be amendedbinding on the Lenders and the Credit Parties, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is must be in writing and signed by the Required Lenders and the then Credit Parties; provided that to be binding no such amendment, change, waiver, discharge or termination shall shall: (a) extend the Revolving Loan Maturity Date without the consent of all the Lenders: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principalprincipal to any Lender without the consent of such Lender; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or extend the time of payment of interest on any Loan made by or any fees hereunderhereunder for the account of any Lender without the consent of such Lender; (c) reduce or waive the principal amount of any LoanLoan made by any Lender without the consent of such Lender; (d) increase or extend the Commitment of a Lender over the amount thereof in effect without the consent of such Lender (it being 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 an increase in the terms of any Commitment of any Lender); (e) except as otherwise permitted in this Credit Agreement or the Collateral Documents, release the Borrower or substantially all of the other Credit Parties from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and their respective obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations collateral pledged under the Credit DocumentsCollateral Documents without the consent of all the Lenders; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3 or 11.5; or11.5 without the consent of all the Lenders; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified Lenders without the consent of all the Administrative Agent Lenders; or (h) consent to the assignment or transfer by the Borrower or of any of its rights and obligations under (iior in respect of) no provisions of the Credit Documents except as permitted under Section 2.2 may be amended or modified 8.4 without the consent of all the Issuing LenderLenders. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or postpone or extend the time for any payment or prepayment of principalCommitment Period; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or Reimbursement Obligation; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3, 12.5 or 11.5; or12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing LenderLenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrowers may, in their sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall without the consent of all the Lendersthat: (a) without the consent of each Lender affected thereby, no such amendment, change or waiver shall: (i) extend the Maturity Datefinal maturity of any Revolving Loan or the time of payment of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend or waive the time for principal payment of any payment Revolving Loan, or prepayment of principalany portion thereof; (bii) 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 Fees or costs hereunder; (ciii) reduce or waive the principal amount of any LoanRevolving Loan (except for the waiver of a mandatory prepayment required by Section 3.3(b) hereof) or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors Pledged Collateral; (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents; (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or3.14; (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding ; (ix) consent to the aboveassignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; or (x) change Section 3.14 or Section 3.15(b) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; (b) without the consent of the Agent, (i) no provisions provision of Section 10 may be amended or modified amended; (c) without the consent of each Issuing Lender, no provision of Section 2.2 may be amended. (d) without the consent of the Administrative Agent and (ii) Swingline Lender, no provisions provision of Section 2.2 2.3 may be amended or modified without the consent of the Issuing Lenderamended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditRevolving Loans, 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (b) reduce the rate or amount 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 or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 9.1(a), 11.2, 11.3 or 11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any . No provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders:each Lender affected thereby, (a) extend the any Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 on any Loan or reduce the amount or extend the time of payment of fees owing hereunder; (c) reduce or waive or extend the time of payment of the principal amount of any Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions provision of Section 10 may be amended or modified without the written consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenders: each Lender directly affected thereby, (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (bi) 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 on any Loan or fees hereunder; , (cii) extend (A) the termination date of the Commitments of such Lender, (B) the final maturity of any Loan, or any portion thereof, or (C) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or (iii) reduce or waive the principal amount of on any Loan; (db) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected thereby, (i) increase or extend the Commitment of a such Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); , (eii) release all or substantially all of the Borrower collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from its the guaranty obligations hereunder, (iii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.10, 3.12, 3.13, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders," or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all to which it is a party; and (c) no provision of Section 2.2 may be amended without the consent of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any Issuing Lender and no provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 proceedingAgent.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenders:each Lender affected thereby, (ai) extend the Maturity Datefinal maturity of any Loan or the time of payment of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend the time for or waive any payment Principal Amortization Payment, or prepayment of principalany portion thereof; (bii) 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; (ciii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) 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 or released in conformance with Section 11.17); (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); (vii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, 3.15, 9.1(a), 11.2, 11.3 or 11.5; (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 or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; and (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (ib) no provisions provision of Section 10 may be amended or modified without the consent of the Administrative Agent and (iiAgent, no provision of Sections 2.2 or 3.4(b)(ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender and no provision of Section 2.4 may be amended without the consent of the Swing Line Lender. Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Indenture), or any similar provision in the documentation evidencing the Additional Subordinated Debt, shall reside solely with the Administrative Agent and the Administrative Agent shall deliver such Payment Blockage Notice, or similar notice with respect to the Additional Subordinated Debt, only upon the direction of the Required Lenders. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 supersedes 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. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest or fees (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder); (c) reduce or waive forgive the principal amount of any LoanReimbursement Obligation; (d) increase or extend the Commitment of a Lender beyond the Maturity Date or 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a3.3, 3.5, 10.1(a), 3.4(b)11.7, 3.4(c)(i)12.2, 3.7, 3.8, 9.1(a), 11.2, 11.3 12.3 or 11.5; or12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of (a) Section 10 11 may be amended or modified without the consent of the Administrative Agent and (iib) no provisions of Section 2.2 5 may be amended or modified without the consent of the each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, Borrower's obligations hereunder and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders: (a) each Lender affected thereby: extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) ; reduce or waive forgive the principal amount of any Loan; (d) ; increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) ; release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) such obligations; amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.512.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of (a) Section 10 11 may be amended or modified without the consent of the Administrative Agent and (iib) no provisions of Section 2.2 5 may be amended or modified without the consent of the each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower (and if the rights or duties of the Issuing Bank are affected thereby, by it); provided provided, that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity DateDate (except pursuant to Section 2.11), or postpone or extend the time for any payment or prepayment of principalprincipal (except pursuant to Section 3.3(b)) or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (d) increase (other than an increase to its Revolving Commitment resulting from an increase in the Revolving Committed Amount pursuant to the sale of Cash Collateral as set forth in Section 3.2(a)(iii)) or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors Borrower from their respective its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a)2.10, 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5; or; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding ; (h) release the above, Cash Collateral except as specifically permitted hereunder and by the Collateral Documents; or (i) no provisions release the Parent from its obligations under the Credit Documents or release all or substantially all of the other Guarantors from their obligations. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions Agent. No provision of Section 2.2 may be amended or modified without the consent of each Issuing Lender affected thereby. No provision of Section 2.8 may be amended or modified without the Issuing consent of the Swingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding anything above to the contrary, no consent of any Lender shall be required in connection with any amendment solely to evidence a new term loan pursuant to Section 2.1(b)(iii) and the creation of any Cash Collateral Account and Account Control Agreement and the establishment of required collateral amounts associated therewith other than a Lender providing a portion of such term loan.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any Term Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3, 12.5 or 11.512.9(a); or (g) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof. Notwithstanding the above, (i) no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the prior written consent of the Issuing LenderAdministrative Agent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditTerm Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrower may, in its sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrower shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrower has notified such Non-Consenting Lender of its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided PROVIDED that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Datefinal maturity of any Loan or of any reimbursement obligation; or any portion thereof, or postpone or extend the time for any payment or prepayment arising from drawings under Letters of principalCredit; (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 fees hereunder; (c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (d) increase or extend the Revolving Committed Amount, the LOC Committed Amount or the Commitment of a any Lender (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments Revolving Committed Amount or the LOC Committed Amount shall not constitute a change in the terms of any the Revolving Committed Amount, the LOC Committed Amount or the Commitment of any Lender); (e) release all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the Administrative 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); (f) release the Borrower from its obligations or release all or substantially all of the other Credit Parties from their respective obligations under the Credit Documents; (g) amend, modify or waive any provision of this Section or Section 3.4(a), 3.4(b), 3.4(c), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 5.2, 9.1(a), 11.2, 11.3 or 11.5; (h) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (i) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent Agent, and (ii) no provisions of Section 2.2 2.2, Section 2.3 or Section 2.4 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Loan Agreement nor any other Credit Transaction Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendmentexcept, changein the case of this Loan Agreement, waiver, discharge pursuant to an agreement or termination is agreements in writing and signed entered into by the Required Lenders Borrower, the Agent, and the then Credit PartiesMajority Lenders or, in the case of any other Transaction Document, pursuant to an agreement or agreements in writing entered into by the Borrower, the Manager (if it is a party thereto), the Agent and the Majority Lenders; provided that the foregoing shall not restrict the ability of the Majority Lenders to waive any Event of Default prior to the time the Agent shall have declared, or the Majority Lenders shall have requested the Agent to declare, the Advances and the Note immediately due and payable pursuant to Article IX; provided, however, that: (i) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenderseach Lender affected thereby: (aA) extend the Maturity Final Payment Date or the Conversion Date, increase the Commitment of any Lender hereunder or postpone waive any payment of the Loans due thereon; provided that this clause (A) shall not restrict the ability of the Majority Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or extend waiver), prior to the time for any payment the Agent shall have declared, or prepayment of principalthe Majority Lenders shall have requested the Agent to declare, the Advance immediately due and payable pursuant to Article VIII; (bB) reduce the rate rate, or extend the time of payment payment, of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (cC) reduce or waive any Principal Payment Amount or the principal amount of any Loanprepayment required pursuant to the provisions of Section 203(d) hereof; (dD) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default Potential Event of Default, Manager 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) or at any time permit either the Principal Balances of all Class A Notes then Outstanding to exceed Seventy-Five Million Dollars ($75,000,000) or the Aggregate Commitment to exceed Eighty Million Dollars ($80,000,000); (eE) release all, or substantially all, of the Collateral securing Exhibit 10.1 the Obligations hereunder; (F) release the Borrower Borrower, the Manager or any other party to a Transaction Document from its respective obligations under the Transaction Documents; (G) amend, modify or waive any provision of this Section 1203 or reduce any percentage specified in, or otherwise modify, the definition of Majority Lenders; (H) amend or modify the definition of the terms “Aggregate Asset Base”, “Early Amortization Event”, “Asset Base Deficiency”, “Class A Asset Base”, “Conversion Date” or “Event of Default” (or any definition used therein); or (I) consent to the assignment or transfer by the Borrower or the Manager of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Transaction Documents;, except as permitted thereby. (fii) amend, modify or waive any no provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 Article X may be amended or modified waived without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xi) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (yii) the Required Majority Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. The various requirements of this Section 1203 are cumulative. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 1203 regardless of whether its Note shall have been marked to make reference therein, and any consent by any Lender or holder of a Note pursuant to this Section 1203 shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.

Amendments, Waivers and Consents. Neither Subject to Section 2.17 and the last paragraph of this Credit Section 8.5, any provision of this Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived or the subject of a consent if, changedbut only if, waived, discharged or terminated unless such amendment, change, waiver, discharge waiver or termination consent is in writing and is signed by each Borrower affected thereby and the Required Lenders and Banks (and, if the then Credit Partiesrights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment, changewaiver or consent shall (a) increase or decrease the Tranche A Commitment Amount of any Tranche A Bank, waiver, discharge Tranche B Commitment Amount of any Tranche B Bank or termination shall the Commitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation without the written consent of, as applicable, such Tranche A Bank, such Tranche B Bank, or such Bank, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder without the written consent of all each Bank affected thereby, (c) postpone the Lendersfinal date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the termination of the Commitments without the written consent of each Bank affected thereby, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank, (e) change the definition of “Required Banks” or this Section 8.5 without the written consent of each Bank, (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 8.5 or any other provision of this Agreement without the written consent of each Bank, or (g) change Section 8.16 without written consent of each Bank directly and adversely affected thereby. No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Notwithstanding anything to the contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time: (a) extend without consent of the Maturity DateAdministrative Agent or the Banks, (i) to designate additional then-existing Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks (A) a revised Schedule 4.11 reflecting such designations and (B) a certification by an Authorized Signatory of each applicable Borrower that (x) each of its Subsidiaries being newly designated pursuant to such revised Schedule 4.11 is formed for the purpose of making, and shall only make, one or postpone more “Designated Subsidiary Investments” (as defined below) and (y) the Designated Subsidiary Investment(s) then being made by each applicable Designated Parent Borrower in each applicable Designated Subsidiary, plus the value of all other Designated Subsidiary Investments owned by such Designated Parent Borrower, is less than or extend equal to five percent (5%) of the Net Asset Value of such Designated Parent Borrower at the time for of such designation and investment, (ii) to consolidate Designated Subsidiaries into one or more Designated Subsidiaries of a Designated Parent Borrower by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such consolidations, or (iii) to terminate the status of Borrowers as Designated Parent Borrowers or to terminate the status of entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such terminations (and each such delivery shall be deemed to be a representation and warranty by each applicable Borrower that it no longer owns such Subsidiary being terminated or, if all of its Designated Subsidiaries are being terminated, that it no longer owns any payment or prepayment of principal;Subsidiary); and (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without with the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without Agent, acting with the consent of the Issuing Lender. Notwithstanding Required Banks, to designate then existing additional Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries pursuant to a written request for designation from the fact that affected Borrower to the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 proceedingAdministrative Agent.

Amendments, Waivers and Consents. Neither Subject to Section 2.17 and the last paragraph of this Credit Section 8.5, any provision of this Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived or the subject of a consent if, changedbut only if, waived, discharged or terminated unless such amendment, change, waiver, discharge waiver or termination consent is in writing and is signed by each Borrower affected thereby and the Required Lenders and Banks (and, if the then Credit Partiesrights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment, changewaiver or consent shall, waiver, discharge or termination shall without the consent of unless signed by all the LendersBanks, (a) increase or decrease the Tranche A Commitment Amount, Tranche B Commitment Amount or the Commitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder, (c) postpone the final date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the termination of the Commitments, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby, (e) change the definition of “Required Banks” or this Section 8.5 or (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 8.5 or any other provision of this Agreement. No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Notwithstanding anything to the contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time: (a) extend without consent of the Maturity DateAdministrative Agent or the Banks, (i) to designate additional then-existing Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks (A) a revised Schedule 4.11 reflecting such designations and (B) a certification by an Authorized Signatory of each applicable Borrower that (x) each of its Subsidiaries being newly designated pursuant to such revised Schedule 4.11 is formed for the purpose of making, and shall only make, one or postpone more “Designated Subsidiary Investments” (as defined below) and (y) the Designated Subsidiary Investment(s) then being made by each applicable Designated Parent Borrower in each applicable Designated Subsidiary, plus the value of all other Designated Subsidiary Investments owned by such Designated Parent Borrower, is less than or extend equal to five percent (5%) of the Net Asset Value of such Designated Parent Borrower at the time for of such designation and investment, (ii) to consolidate Designated Subsidiaries into one or more Designated Subsidiaries of a Designated Parent Borrower by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such consolidations, or (iii) to terminate the status of Borrowers as Designated Parent Borrowers or to terminate the status of entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such terminations (and each such delivery shall be deemed to be a representation and warranty by each applicable Borrower that it no longer owns such Subsidiary being terminated or, if all of its Designated Subsidiaries are being terminated, that it no longer owns any payment or prepayment of principal;Subsidiary); and (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without with the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without Agent, acting with the consent of the Issuing Lender. Notwithstanding Required Banks, to designate then existing additional Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries pursuant to a written request for designation from the fact that affected Borrower to the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 proceedingAdministrative Agent.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower (or with respect to the Guarantor, the Guaranty); provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone or extend the time for any payment or prepayment of principalportion thereof; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any Loan; (div) increase or extend the Commitment of a Lender over the amount thereof in effect, or extend such Commitment beyond the Termination Date (it being 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); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of this (a) Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22, Section 2.24 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 6.01(q) without the consent of each Lender directly and adversely affected thereby or 11.5(b) the definition of “Defaulting Lender”; or (gix) reduce [reserved]; or (x) release the Guarantor or any percentage specified inGuarantee given to support payment of the Loans. No amendment, waiver or otherwise modifyconsent, unless in writing and signed by the definition Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of Required Lendersthe Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Notwithstanding anything to the abovecontrary herein, (i) no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 10 such Lender may not be amended increased or modified extended without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or except as permitted by Section 2.10, consent to the assignment or transfer by the a Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors a Borrower from their respective its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding No amendment or change that affects the above, (iapplication of prepayments pursuant to Section 3.2(c) no provisions or the allocation of payments between the Revolving-A Loans and the Revolving-B Loans shall be effective unless Lenders holding in the aggregate at least 51% of the Revolving-A Loan Commitment and at least 51% of the Revolving-B Loan Commitment shall consent to such amendment or change in allocation of payments. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrowers to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower (and if the rights or duties of the Issuing Bank are affected thereby, by it); provided provided, that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principalprincipal (except pursuant to Section 3.2(b)) or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (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 fees hereunderor other amounts payable hereunder to such Lender; (c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit owing to such Lender; (d) increase (other than an increase to its Revolving Commitment resulting from an increase in the Revolving Committed Amount pursuant to the sale of Term Loan Cash Collateral as set forth in Section 3.2(a)(ii)) or extend the Commitment of a Lender (it being 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);; 79 Spectra Energy Partners OLP, LP (e) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors Borrower from their respective its obligations under the Credit Documents, which shall require the consent of all Lenders; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a)2.10, 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5; or; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding ; (h) release the aboveCash Collateral, which shall require the consent of all Lenders, except as specifically permitted hereunder and by the Collateral Documents; or (i) no provisions release the Parent from its obligations under the Credit Documents, which shall require the consent of all Lenders. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions Agent. No provision of Section 2.2 may be amended or modified without the consent of each Issuing Lender affected thereby. No provision of Section 2.8 may be amended or modified without the Issuing consent of the Swingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders Banks and the then Credit Parties; provided that no such amendmentBorrower Representative, changeprovided, waiverhowever, discharge or termination shall that: (a) without the consent of all the Lenders: each Bank affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to (ai) extend the Maturity Datefinal maturity of any Loan, or postpone any portion thereof, or extend the time for final maturity of any payment reimbursement obligation, or prepayment any portion thereof, arising from drawings under Letters of principal; Credit, (bii) 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 128 CHAR1\1534998v8 Fees hereunder (provided that only the consent of the Required Banks shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest or reduce any fee payable hereunder; ), (ciii) reduce or waive the principal amount of any Loan; , or any portion thereof, or reduce or waive the principal amount of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend the any Commitment of a Lender Bank over the amount thereof in effect or reinstate any Commitment terminated pursuant to Section 9.2 (it being 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 LenderBank); , (ev) release any Borrower or, except as the Borrower from its obligations or consent to the assignment or transfer by the Borrower result of any of its rights and obligations under (or in respect of) connection with a dissolution, merger or disposition of a member of the Credit Documents Consolidated Group permitted under Section 8.4, release any Material Guarantor or release all or substantially all of the other Guarantors from its or their respective obligations under the Credit Documents; , (fvi) amend, modify or waive any provision of Section 2.12, Section 3.13, Section 3.14, Section 3.15(b) or this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.511.6; or (gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the aboveBanks or Required Revolving Banks, (iviii) no provisions consent to the assignment or transfer by any Borrower, any Material Guarantor or all or substantially all of the other Guarantors of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby, (ix) subordinate any of the Obligations to any other Indebtedness of the Parent or its Subsidiaries, or (x) amend Section 10 may be amended 1.6 or modified the definition of “Alternative Currency”; (b) without the consent of the Administrative Agent Agent, no provision of Section 10 may be amended; (c) without the consent of each Issuing Bank, no provision of Section 2.1(c), 2.2(a)(iii) or 2.6 may be amended; and (iid) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderSwingline Bank, no provision of Section 2.1(b), 2.2(a)(ii) or 2.7 may be amended. Notwithstanding the fact that the consent of all the Lenders Banks is required in certain circumstances as set forth above, (x) each Lender Bank is entitled to vote as such Lender Bank sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender Bank 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 Banks may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesLenders; provided that no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, final maturity of any Loan or any portion thereof or postpone or extend the time any other date fixed for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) consent to the transfer by the Borrower of or release the Borrower from its obligations obligations, or consent to the assignment or transfer by the Borrower any Guarantor of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from its or their respective obligations obligations, under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i)3.4, 3.7, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.511.5 or amend or modify the definition of Borrowing Base, Borrowing Base Property, Development Property or Income Property; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding No provision of Section 2.2 or Section 10.1(b) may be amended or modified without the above, (iconsent of the Issuing Lender. No provision of Section 2.3 or Section 10.1(b) no provisions may be amended or modified without the consent of the Swing Line Lender. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent Agent. It is understood and (ii) agreed that each Lender shall be given no provisions of Section 2.2 may be amended less than five Business Days written notice to respond to any request for an amendment, waiver or modified without the consent under this Credit Agreement or any of the Issuing Lenderother Credit Documents. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall without the consent of all the Lendersthat: (a) without the consent of each Lender affected thereby, no such amendment, change or waiver shall: (i) extend the Maturity Datefinal maturity of any Loan or the time of payment of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend or waive the time for principal payment of any payment Loan, or prepayment of principalany portion thereof; (bii) 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 Fees or costs hereunder; (ciii) reduce or waive the principal amount of any LoanLoan (except for the waiver of a mandatory prepayment required by Section 3.3(b) hereof) or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors Pledged Collateral; (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents; (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or3.14; (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding ; or (ix) consent to the aboveassignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; (b) without the consent of the Agent, (i) no provisions provision of Section 10 may be amended or modified without the consent of the Administrative Agent and amended; (iic) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender, no provision of Section 2.2 may be amended. (d) without the consent of the Swingline Lender, no provision of Section 2.3 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditRevolving Loans, 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone any portion thereof, or extend the time for expiration date of any payment or prepayment Letter of principalCredit beyond the Termination Date; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of (a) this Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.25 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of the Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- ------- (a) without the consent of all the Lenders:each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to (ai) extend the Maturity DateRevolving Commitment Termination Date or the final maturity of any Loan or of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment of the time for Asset Sale Loan, the Tranche A Term Loan or the Tranche B Term Loan, or any payment or prepayment of principal;portion thereof, (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or fees Fees hereunder;, (ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) release except as the Borrower from its obligations or consent to the assignment or transfer by the Borrower result of any of its rights and obligations under (or in respect of) the Credit Documents or connection with an Asset Disposition permitted by Section 9.5, release all or substantially all of the Guarantors Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Sections 9.4 or 9.5 or the designation of a Subsidiary as an Exempt Subsidiary pursuant to Section 8.12, release the Borrower or any Guarantor from their respective its obligations under the Credit Documents;, (fvii) amend, modify or waive any provision of this Section 11.6 12.6 or Section 3.4(a), 3.4(b), 3.4(c)(i)3.6, 3.7, 3.8, 9.1(a3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 10.1(a), 11.212.2, 11.3 12.3, 12.5 or 11.5; or12.9 or the last sentence of Section 3.4(b), (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding , or change any provision requiring the above, consent of all 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 or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; (i) no without the consent of the Revolving Lenders holding more than 50% of the Revolving Commitments, or if the Revolving Commitments have been terminated, Lenders having more than 50% of the aggregate principal amount of the Revolving Obligations outstanding (taking into account in each case Participation Interests or obligation to participate therein), extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Revolving Obligations on account of the mandatory prepayment provisions of clauses (ii) through (v), inclusive, of Section 3.3(b) or the application provisions of Section 10 3.3(c); (ii) without the consent of the Tranche A Term Lenders holding more than 50% of the Tranche A Term Loan Commitments, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Tranche A Term Loan on account of the mandatory prepayment provisions of clauses (ii) through (v), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c); (iii) without the consent of the Tranche B Term Lenders holding more than 50% of the Tranche B Term Loan Commitments, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Tranche B Term Loan on account of the mandatory prepayment provisions of clauses (ii) through (v), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c); or (iv) without the consent of the Asset Sale Lenders holding more than 50% of the Asset Sale Loan Commitments, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Asset Sale Loan on account of the mandatory prepayment provisions of clause (ii) of Section 3.3(b) or the application provisions of Section 3.3(c); or (v) no amendment, modification, supplement or waiver may be amended made to any condition precedent to any extension of credit under the Revolving Commitments set forth in subsection 5.2 without the written consent of the Revolving Lenders holding more than 50% of the Revolving Commitments, it being understood that no amendment to or modified waiver of any representation or warranty or any covenant contained in any Credit Document, or of any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in subsection 5.2 to the making of any extension of credit under the Revolving Loans have been satisfied unless the Revolving Lenders holding more than 50% of the Revolving Commitments shall have consented to such amendment or waiver; (c) without the consent of the Administrative Agent and (ii) Agent, no provisions provision of Section 2.2 11 may be amended or modified amended; and (d) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any -------------------------------- other Credit Document nor any of the terms hereof or thereof may be amended, changed, modified or waived, discharged or terminated unless such amendment, change, waiver, discharge modification or termination waiver is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided Borrower, provided, however, that no such amendment, change, waiver, discharge modification or termination shall without the consent of all the Lenderswaiver -------- ------- shall: (a) extend the Maturity Date, final maturity of any Loan or postpone or extend the time for of payment of any payment reimbursement obligation (or prepayment any portion thereof) arising from a drawing under a Letter of principalCredit, without the prior written consent of each Lender holding such Loan or a Participation Interest in such Letter of Credit; (b) reduce the rate or extend the time of payment of interest applicable to any Credit Obligation (other than as a result of waiving the applicability of any post-default increase in interest rates) ), extend the time of payment of any interest thereon (other than as a result of waiving any mandatory prepayment), reduce any Fees payable hereunder or fees extend the time of payment of any Fees hereunder, without the prior written consent of each Lender to whom such interest, Credit Obligation or Fee is owed; (c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation (or any portion thereof) arising from a drawing under a Letter of Credit, without the prior written consent of each Lender holding such Loan or a Participation interest in such Letter of Credit; (d) increase the Commitment of a Lender over the amount thereof in effect or extend the date fixed for the termination of the Commitment of a Lender (it being 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 an increase in the terms of any Commitment of any Lender), without the prior written consent of such Lender; (e) release all or substantially all of the Collateral from the Lien of the Collateral Documents (except as expressly provided in the Credit Documents), without the prior written consent of each Lender; provided, however, that the -------- ------- Agent may release Receivables of the Borrower from the Lien of the Collateral Documents with respect to a Permitted Receivables Securitization and permit a Lien to be granted in favor of the purchaser in a Permitted Receivables Securitization and from other assets that are the subject of an Asset Disposition permitted hereunder; (f) release the Borrower or, except as expressly provided in the Credit Documents, all or substantially all of the Subsidiary Guarantors from its or their obligations or under the Credit Documents, without the prior written consent of each Lender; (g) consent to the assignment or transfer by the Borrower of any or, except as expressly provided in the Credit Documents, all or substantially all the Subsidiary Guarantors of its or their rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents, without the prior written consent of each Lender; (fh) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.4(a), 3.4(b), 3.4(c)(i)3.6, 3.7, 3.8, 9.1(a3.9, 3.10, 3.11, 3.12, 3.13, 8.1(a), 11.210.2, 11.3 10.3, 10.5 or 11.5; or10.9, without the prior written consent of each Lender; (gi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding , or otherwise change the abovepercentage of the Commitments, (i) no provisions the percentage of Section 10 may the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be amended required for the Lenders or modified any of them to take action under any provision of this Agreement or any other Credit Document, without the prior written consent of each Lender; (j) increase the total Commitments or otherwise increase the aggregate principal amount of obligations which are secured by the Collateral, without the prior written consent of each Lender; (k) extend the time for, reduce the amount of or modify the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii) without the prior written consent of the Administrative Agent Required Lenders; (l) effect any waiver of the conditions to funding any Revolving Loan or to issuing any Letter of Credit, without the prior written consent of Lenders having in the aggregate at least a majority of the outstanding principal amount of Revolving Loans, LOC Obligations and Unused Revolving Credit Commitments; (iim) no effect any waiver, amendment or modification of Section 7.8(a) with respect to the subordination provisions of any Indebtedness, without the prior written consent of the Required Lenders; (n) amend any provision of Section 9 or otherwise affect any rights or duties of the Agent, without the prior written consent of the Agent; or (o) amend any provision of Section 2.2 may be amended or modified otherwise affect any rights or duties of the Issuing Lender, without the prior written consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, 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. The various requirements of this Section 10.6 are cumulative. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 10.6 regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section 10.6 shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Agreement or any other Senior Credit Agreement nor Document, and no consent to any departure by the Borrower or any other Credit Document nor Party or Subsidiary Grantor therefrom, shall in any of event be effective unless the terms hereof or thereof may same shall be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders Lenders, the Borrower and the applicable Credit Party and/or Subsidiary Grantor, as the case may be, and acknowledged by the Administrative Agent, then Credit Partieseach such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, change, waiver, discharge waiver or termination shall without the consent of all the Lendersshall: (a) extend or increase the Maturity Date, Commitment of any Lender (or postpone or extend reinstate any Commitment terminated pursuant to Section 8.02) without the time for any payment or prepayment written consent of principalsuch Lender; (b) reduce the rate postpone (i) any date fixed by this Agreement or extend the time of any other Senior Credit Document for any payment of interest principal, interest, fees or other amounts due to the Lenders (or any of them), including any Maturity Date or (ii) any scheduled or mandatory reduction of the Commitments hereunder or under any other than as a result Senior Credit Document, without the written consent of waiving the applicability of any post-default increase in interest rates) thereon or fees hereundereach Lender directly affected thereby; (c) reduce or waive forgive the principal amount of, or the rate of interest specified herein on, any Loan;Senior Credit Obligation, or any fees or other amounts payable hereunder or under any other Senior Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the default rates set forth in Section 3.01 or to waive any obligation of the Borrower to pay interest or the Letter of Credit Fee at the default rates set forth in Section 3.01 or (ii) to amend any financial covenant hereunder (or any defined term used therein), even if the effect of 126 such amendment would be to reduce the rate of interest on any Senior Credit Obligation or to reduce any fee payable hereunder. (d) increase change Section 3.12(a), 3.13 or extend Section 3.14(b) in a manner that would alter the Commitment pro rata sharing of payments required thereby among Lenders in a Class or among the Tranche B Term Debt and the Revolver Debt without the written consent of each Lender (it being 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)directly affected thereby; (e) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive change any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders. Notwithstanding ", "Required Revolving Lenders", "Required Tranche B Term Lenders" or any other provision hereof specifying the abovenumber or percentage of Lenders required to amend, (i) no provisions of Section 10 may be amended waive or modified otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.directly affected thereby;

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that no such amendmentBorrower, changePROVIDED, waiverHOWEVER, discharge or termination shall without the consent of all the Lendersthat: (a) without the consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the Maturity Datefinal maturity of any Loan or the time of payment of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend the time for or waive any principal amortization payment of any Loan, or prepayment of principal;any portion thereof, (bii) 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 ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;, (ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with a disposition permitted under Section 8.4, release all or substantially all of the collateral; (evii) release amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viii) reduce any percentage specified in, or otherwise modify, the Borrower from its obligations or definition of Required Lenders, or (ix) consent to the assignment or transfer by the Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentsexcept as permitted thereby; (fb) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) Agent, no provisions provision of Section 2.2 10 may be amended or modified amended; (c) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed by (a) in the case of this Agreement, the Required Lenders Lenders, and if the rights or duties of the Company, the Administrative Agent or any Issuing Bank are affected thereby, the Company, the Administrative Agent or such Issuing Bank, as the case may be, and (b) in the case of any other Credit Document, each party thereto and the then Credit Parties; Administrative Agent (with the consent of the Required Lenders), provided that that, in each case: (i) no amendment or waiver shall (A) increase any L/C Participation of any Lender or Issuing Bank without the consent of such amendmentLender or Issuing Bank, change(B) reduce the amount of any fee payable hereunder, waiverwithout the written consent of each Lender, discharge (C) postpone the scheduled date of payment of any fees payable hereunder, or termination shall waive or excuse any such payment, without the written consent of each Lender and Issuing Bank affected thereby, (D) waive the provisions of Article IV hereof without in each such case the consent of all Lenders, (E) change Section 10.6 or any provision requiring ratable funding or sharing of payments without the consent of all the Lenders: , (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (fF) amend, modify or waive any provision otherwise affect the rights or duties of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified inthe Administrative Agent, or otherwise modifyany Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank, as the definition of Required Lenders. Notwithstanding the abovecase may be, (iG) no amend or modify the provisions of Section 10 may be amended 2.5 or modified any letter of credit application and any bilateral agreement between the Company and any Issuing Bank regarding such Issuing Bank’s L/C Participation or the respective rights and obligations between the Company and such Issuing Bank in connection with the issuance of the applicable Existing Letters of Credit without the prior written consent of the Administrative Agent and such Issuing Bank, or (iiH) no provisions amend or waive this Section 10.11, the definition herein of Section 2.2 may be amended “Required Lenders” or modified the number of Lenders required to take any action under any other provision of the Credit Documents without the consent of each Lender directly and adversely affected thereby; (ii) notwithstanding anything to the contrary herein, (A) any Application may be amended with the consent of only the Company and the applicable Issuing Lender. Notwithstanding Bank and (B) any Existing Letter of Credit may be amended only in accordance with Section 2.4; and (iii) notwithstanding anything to the fact that 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 or Issuing Bank may be effected with the consent of the applicable Lenders is required in certain circumstances as set forth aboveand Issuing Banks other than Defaulting Lenders), except that (xA) each the L/C Participation of any Defaulting Lender is entitled to vote as may not be increased or extended without the consent of such 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 Issuing Bank and (yB) any waiver, amendment or modification requiring the Required consent of all Lenders may or each affected Lender or Issuing Bank that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingsuch Defaulting Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date or the Term Out Maturity Date, or postpone or extend the time for any payment or prepayment of principalprincipal or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or except as permitted by Section 2.10, consent to the assignment or transfer by the a Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors a Borrower from their respective its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions No provision of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrowers to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document Document, nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenders:each Lender affected thereby, (ai) extend the Maturity Datefinal maturity of any Loan or the time of payment of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or modify, extend the time for or waive any payment Principal Amortization Payment, or prepayment of principalany portion thereof; (bii) 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; (ciii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors 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 respective obligations under the Credit DocumentsDocuments (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); (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b3.4(b)(i), 3.4(c)(i3.4(c), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or; (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding ; (ix) consent to the aboveassignment or transfer by the Parent, (i) no provisions of Section 10 may be amended the Borrower or modified without the consent all or substantially all of the Administrative Agent other Credit Parties of any of its or their rights and obligations under (iior in respect of) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances Credit Documents except as set forth above, permitted thereby; or (x) each Lender is entitled to vote as such Lender sees fit on waive 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 condition precedent 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.Section 5.1. 124 131

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that that (a) no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders: (ai) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (bii) (A) reduce the rate of interest or the amount of fees or (B) 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; (ciii) reduce or waive the principal amount of any Loan; (div) increase or extend the Commitment of a Lender (it being 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); (ev) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i3.4(b)(i), 3.7, 3.8, 9.1(a), 9.3, 11.2, 11.3 or 11.5; orand (gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding . (b) unless also signed by Revolving Lenders (other than Defaulting Lenders) holding in the aboveaggregate at least a majority of the Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any LOC Obligations)), no such amendment, waiver or consent shall: (i) no provisions waive any Default or Event of Default for purposes of Section 10 may be amended or modified without the consent of the Administrative Agent and 5.2, (ii) no provisions of amend or waive any mandatory prepayment on the Revolving Obligations under Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x3.3(b) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters manner 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.application thereof;

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone any portion thereof, or extend the time for expiration date of any payment or prepayment Letter of principalCredit beyond the Termination Date; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect, or extend such Commitment beyond the Termination Date (it being 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); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of (a) this Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender”. No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of any Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of such Issuing Bank. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither Except as set forth below or as provided in Section 4.8(a) or 4.8(c) or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amended, changedconsented to or waived if, waivedbut only if, discharged or terminated unless such amendment, change, waiver, discharge consent or termination waiver is in writing and is signed by the Borrower and the Required Lenders (or by the Borrower and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without Administrative Agent with the consent of all the Required Lenders) and delivered to the Administrative Agent; provided, that no amendment, waiver or consent shall: (a) extend increase the Maturity DateRevolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, or postpone or extend in any case, without the time for any payment or prepayment written consent of principalsuch Lender; (b) reduce the rate (i) postpone any date fixed by this Agreement or extend the time of any other Loan Document for any payment of interest principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other than as Loan Document (it being understood that a result of waiving the applicability waiver of any post-default increase condition precedent set forth in Article 5 or the waiver of any Default, Event of Default, mandatory reduction of Revolving Credit Commitments or Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest ratesor fees) thereon or fees hereunder(ii) permit the final expiration of any Letter of Credit to be extended beyond five Business Days prior to the Revolving Maturity Date, without, in each case, the written consent of each Lender directly and adversely affected thereby; (c) reduce or waive the principal amount of, or the rate of interest specified herein on, any LoanLoan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that (i) only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default and (ii) any amendment entered into pursuant to the terms of Section 4.8(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (c); (d) increase change Section 4.6 or extend Section 9.4 in a manner that would alter the Commitment pro rata sharing of a payments or order of payments required thereby without the written consent of each Lender (it being understood directly 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)adversely affected thereby; (e) release except as otherwise permitted by this Section 11.2, change any provision of this Section or reduce the Borrower from its obligations percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) consent to the assignment or transfer by the Borrower any Credit Party of any of its such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to this Agreement, including Section 8.2), in each case, without the written consent of each Lender; (g) amend the definition of “Alternative Currency” without the written consent of each Lender; or (A) release the Borrower Guaranty or in respect of(B) the Credit Documents or release all of the Subsidiary Guarantors or Subsidiary Guarantors with assets or operations constituting substantially all of the Guarantors Consolidated Net Tangible Assets or Consolidated Net Income of the Borrower and its Subsidiaries, in any case, from their respective obligations under the Credit Documents; Subsidiary Guaranty Agreement (f) amend, modify or waive any provision of this other than as authorized in Section 11.6 or 7.12 and Section 3.4(a10.9), 3.4(b)without the written consent of each Lender. provided further, 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, that (i) no provisions amendment, waiver or consent shall, unless in writing and signed by each Issuing Lender in addition to the Lenders required above, affect the rights or duties of Section 10 such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by such Issuing Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Swingline Lender in addition to the Lenders required above, affect the rights or duties of any Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) each Fee Letter may be amended amended, or modified rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A) the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender and (B) the maturity date of such Lender’s Loans or other Obligations may not be extended without the consent of such Lender. For the avoidance of doubt, no amendment or amendment and restatement of this Credit Agreement which is in all other respects approved by the Lenders in accordance with this Section 11.2 shall require the consent of any Lender (i) which, immediately after giving effect to such amendment or amendment and restatement, shall have no Revolving Credit Commitment and (ii) which, substantially contemporaneously with the effectiveness of such amendment or amendment and restatement, is paid in full all amounts owing to it hereunder. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents (without the consent of any Lender) (a) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as reasonably determined by the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth aboveBorrower), (xb) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects add a Subsidiary Guarantor with respect to the Loans or collateral to secure the Letters of CreditLoans, and each Lender acknowledges that (c) to add an Additional Borrower pursuant to Section 1.9 (subject to the provisions thereof), (d) to comply with local law on the advice of Section 1126(clocal counsel or (e) to make administrative changes of a technical or ministerial nature that do not adversely affect the rights of any Lender. Furthermore, the Administrative Agent may release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement upon the occurrence of the Bankruptcy Code supersedes Guarantor Release Event with respect to such Subsidiary Guarantor, without the unanimous written 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 proceedingeach Lender.

Amendments, Waivers and Consents. Neither Subject to Section 3.10, neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date of any Loan (except as permitted under Section 2.8) or extend or postpone or extend the time for any payment or prepayment of principalprincipal of any Loan or unreimbursed drawing of any Letter of Credit; (b) reduce the rate or amount 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; (c) reduce or waive the principal amount of any LoanLoan or unreimbursed drawing of any Letter of Credit; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents Documents, or release all or substantially all of the Guarantors any Domestic Subsidiary from their respective its obligations under the Credit Documents;any guarantee agreement delivered pursuant to Section 7.10; 107 (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a3.7 (or any other provision providing for the pro rata nature of payments or disbursements to Lenders), 3.4(b), 3.4(c)(i), 3.7, 3.8, 3.8 or 9.1(a), 11.2, 11.3 or 11.5; or; (g) reduce any percentage specified in, or otherwise modify, in the definition of Required Lenders; or (h) amend or otherwise modify the definition of Alternative Currency. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and Agent, (ii) no provisions of Section 2.2 may be amended or modified without the consent of any Issuing Lender and (iii) no provisions of Section 2.3 may be amended or modified without the Issuing 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 Xxxxxx 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 supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (b) reduce the rate or amount 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 or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 2.6(b), 3.6, 3.8, 9.1(a), 11.2, 11.3 or 11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any . No provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower (and if the rights or duties of the Issuing Bank are affected thereby, by it); provided provided, that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors Borrower from their respective its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 5.1, 9.1(a), 11.2, 11.3 or 11.5; or; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, ; (h) [intentionally omitted]; or (i) no provisions release the Parent from its obligations under the Credit Documents or release all or substantially all of the other Guarantors from their obligations. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone any portion thereof, or extend the time for expiration date of any payment or prepayment Letter of principalCredit beyond the Termination Date; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of (a) this Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of the Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.LEGAL02/33558006v8

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or extend or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i)3.4, 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that no such amendmentBorrower, changePROVIDED, waiverHOWEVER, discharge or termination shall without the consent of all the Lendersthat: (a) without the consent of each Lender affected thereby, neither this Credit Agreement nor any of the other Credit Documents may be amended to (i) extend the Maturity Datefinal maturity of any Loan or the time of payment of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend extend, amend or waive any principal amortization payment of any Loan, or any portion thereof (other than a waiver or modification of a mandatory prepayment or commitment reduction hereunder which shall be subject to the time for any payment or prepayment consent of principal;the Required Lenders except as expressly provided otherwise), (bii) 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 ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;, (ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or any material Guarantor from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with a disposition permitted under Section 8.3(b), release all or substantially all of the collateral, (vii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viii) modify any percentage specified in, or otherwise amend, the definition of Required Lenders, (ix) consent to the assignment or transfer by the Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby, or (fx) amend, modify or waive any provision of this Section 11.6 any Credit Document which pursuant to its terms requires the consent, approval or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; orsatisfaction of each Lender; (gb) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) Agent, no provisions provision of Section 2.2 10 may be amended or modified amended; and (c) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- ------- (a) without the consent of all each Lender affected thereby, neither this Credit Agreement nor any of the Lenders:other Credit Documents may be amended to (ai) extend the Maturity Datefinal maturity of any Loan or the time of payment of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment of any Loan, or any portion thereof (other than a waiver or modification of a mandatory prepayment or commitment reduction hereunder which shall be subject to the time for any payment or prepayment consent of principal;the Required Lenders except as expressly provided otherwise), (bii) 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 ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;, (ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all of the Guarantors from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with a disposition permitted under Section 8.3(b), release all or substantially all of the collateral, (vii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viii) modify any percentage specified in, or otherwise amend, the definition of Required Lenders, or (ix) consent to the assignment or transfer by the Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentsexcept as permitted thereby; (fb) amendwithout the consent of the Agent, modify or waive any no provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and amended; (iic) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender, no provision of Section 2.2 may be amended; (d) without the consent of at least three non-affiliated Lenders which are then in compliance with their obligations hereunder (as determined by the Agent) and holding in the aggregate at least 51% of the Commitments, subclause (ii) of Section 8.3(c) may not be amended; and (e) without the consent of each Lender, clauses (ii) and (iii) of Section 8.9 may not be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, 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.

Amendments, Waivers and Consents. Neither (A) Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Credit Agreement nor or any other Credit Document nor Loan Document, or consent to any of departure by any Loan Party therefrom, shall in any event be effective unless the terms hereof or thereof may same shall be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by Borrower and Requisite Lenders; provided however, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders, to do any of the Required following: (i) increase any of the Commitments; (ii) reduce the rate of interest on or fees payable with respect to any Loan or Letter of Credit; (iii) extend the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder; (iv) amend or waive the definition of the term "Requisite Lenders"; (v) amend or waive this subsection 9.4; or (vi) increase by more than five percent each the percentages contained in the definition of Borrowing Base; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the Lenders required to take such action. (B) Each amendment, modification, termination, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No amendment, modification, termination, waiver or consent shall be required for Agent to take additional Collateral; (C) Each Lender grants Agent the right to purchase all, but not less than all, of such Lender's Commitment, in the event Agent requests the consent of a Lender and such consent is denied. In such circumstances, Agent may, at its option, require such Lender to assign its interest in the Loans to Agent or Agent's designee for a price equal to the then Credit Partiesoutstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees will be paid when collected from Borrower; provided that no such amendmentNotwithstanding anything in this subsection 9.4, changeAgent and Borrower, waiver, discharge or termination shall without the consent of either Requisite Lenders or all Lenders, may execute amendments to this Agreement and the Lenders: (a) extend the Maturity DateLoan Documents, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all which consist solely of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision making of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 proceedingtypographical corrections.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders: (a) extend (i) increase the Maturity DateRevolving Credit Commitment of any Lender, or postpone or extend the time for any payment or prepayment of principal; (bii) reduce the rate of, or forgive any, 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 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, or any Lien securing, any Revolving Credit Loan or Reimbursement Obligation or (vi) extend the time of the obligation of the Revolving Commitment Lenders to make or issue or participate in Letters of Credit, in any case, without the written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment; (i) increase the Term A Loan Commitment of any Lender, (ii) reduce the rate of, or forgive any, interest or fees payable on any Term A Loan, (iii) reduce or forgive the principal amount of any Term A Loan, (iv) permit any subordination of the principal or interest on, or any Lien securing, any Term A Loan or (v) extend the originally scheduled time or times of payment of the principal of any Term A Loan or the time or times of payment of interest (other than as on any Term A Loan or any fee or commission with respect thereto, in any case, without the written consent of each Lender holding a result of waiving the applicability of any post-default increase in interest rates) thereon Term A Loan or fees hereundera Term A Loan Commitment; (c) (i) increase the Term B Loan Commitment of any Lender, (ii) reduce the rate of, or forgive any, interest or fees payable on any Term B Loan, (iii) reduce or waive forgive the principal amount of any Term B Loan, (iv) permit any subordination of the principal or interest on, or any Lien securing, any Term B Loan or (v) extend the originally scheduled time or times of payment of the principal of any Term B Loan or the time or times of payment of interest on any Term B Loan or any fee or commission with respect thereto, in any case, without the written consent of each Lender holding a Term B Loan or a Term B Loan Commitments; (d) increase release any material portion of the Collateral or extend release any Security Document (other than in connection with a sale of assets permitted pursuant to Section 11.6 or as otherwise specifically permitted in this Agreement or the Commitment applicable Security Document), amend the provisions of a this Section 14.11, amend any provision pertaining to allocation of prepayments under Section 4.4, or amend the definition or percentage of Required Lenders without the written consent of each Lender (it being understood and agreed that a waiver or amend the definition, or any percentage therein, 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);Borrowing Base; or (e) amend the definition or percentage of Super Majority Lenders; or modify the voting rights of the Super Majority Lenders set forth in Section 11.4(c)(i), (iv) or (ix) without the written consent of each Lender; or (f) release the any Borrower from its the Obligations hereunder or under any other Loan Document or permit any assignment (other than as specifically permitted or contemplated in this Agreement or any other Loan Document) of any Borrower's rights and obligations hereunder or under any other Loan Document without the written consent of each Lender. In addition, no amendment, waiver or consent to the assignment or transfer by provisions of (a) Article XIII shall be made without the Borrower written consent of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the aboveeach Agent, (ib) no provisions of Section 10 may any Security Document shall be amended or modified made without the written consent of the Administrative Collateral Agent and (iic) no provisions of Section 2.2 may be amended or modified Article III without the written consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or any other Credit Document nor Document, and no consent to any of the terms hereof departure by any Borrower or thereof may any other Credit Party therefrom, shall be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders Lenders, the Parent and the then applicable Credit PartiesParty, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, change, waiver, discharge waiver or termination shall without the consent of all the Lendersshall: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.2 or of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall is not constitute a change considered an extension or increase in the terms of any Commitment Commitments of any Lender); (b) postpone any date fixed by this Credit Agreement or any other Credit Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; (c) reduce the principal of, or the rate of interest specified herein on, any Revolving Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of any Borrower to pay interest at the Default Rate; (d) change Section 3.2 or Section 9.3 in a manner that would alter the pro rata sharing of payments or the order of application of payments required thereby without the written consent of each Lender directly affected thereby; (e) change any provision of this Section 11.7 or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; (i) release any Borrower or, except in connection with a merger or consolidation permitted under Section 8.4 or a Disposition permitted under Section 8.5, all or substantially all of the Borrower Guarantors, from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and their obligations under (or in respect of) the Credit Documents without the written consent of each Lender directly affected thereby; or (ii) except in connection with a Disposition permitted under Section 8.5, release all or substantially all of the Guarantors from their respective obligations under Collateral without the Credit Documents; (f) amendwritten consent of each Lender directly affected thereby; and, modify or waive any provision of this Section 11.6 or Section 3.4(a)provided further, 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, that (i) no provisions amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above, affect the rights or duties of Section 10 such Issuing Lender under this Credit Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent under this Credit Agreement or any other Credit Document; and (iv) the Fee Letter may be amended amended, or modified rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xA) each Lender is entitled to vote as such 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 supersede the unanimous consent provisions set forth herein and (yB) 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. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 4.1, 4.2, 4.3, 4.4, 9.1(a), 11.2, 11.3 or 11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all Documents. In addition to the consent of the Guarantors from their respective obligations under Required Lenders or each Lender affected thereby, as the Credit Documents; (f) amendcase may be, modify or waive any no provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent Agent, and (ii) no provisions provision affecting the Letters of Section 2.2 Credit may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone any portion thereof, or extend the time for expiration date of any payment or prepayment Letter of principal;Credit beyond the Termination Date; LEGAL02/33565081v8 (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of (a) this Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of the Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Revolving Loan Commitment of a Lender (it being 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 Revolving Loan Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 4.1, 4.2, 4.3, 4.4, 9.1(a), 11.2, 11.3 or 11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any . No provision of this Section 11.6 2.9 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, 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 proceedingherein.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or any other Credit Document nor Document, and no consent to any of departure by the terms hereof Borrower or thereof may any other Credit Party therefrom, shall be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Borrower or the applicable Credit PartiesParty, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, change, waiver, discharge waiver or termination shall without the consent of all the Lendersshall: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.2 or of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall is not constitute a change considered an extension or increase in the terms of any Commitment Commitments of any Lender); (b) postpone any date fixed by this Credit Agreement or any other Credit Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Committed Amount hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; (c) reduce the principal of, or the rate of interest specified herein on, any Loan or LOC Borrowing, or (subject to clause (iv) of the final proviso to this Section 11.6) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend Section 3.1(b) for the purpose of changing the default rate of interest or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the default rate of interest specified in Section 3.1(b) or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or LOC Borrowing or to reduce any fee payable hereunder; (d) change Section 3.8 or Section 3.9 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; (e) release change any provision of this Section or the Borrower from its obligations definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent to hereunder without the assignment or transfer by the Borrower written consent of any of its rights and obligations each Lender directly affected thereby; (f) except in connection with an Asset Disposition permitted under (or in respect of) the Credit Documents or Section 8.5, release all or substantially all of the Guarantors Collateral without the written consent of each Lender directly affected thereby; (g) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.4 or an Asset Disposition permitted under Section 8.5, all or substantially all of the Guarantors, from its or their respective obligations under the Credit DocumentsDocuments without the written consent of each Lender directly affected thereby; (fh) without the consent of Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any Swingline Loans and LOC Obligations)), (i) waive any Default or Event of Default for purposes of Section 5.2 for purposes of any Revolving Loan borrowing or LOC Borrowing, (ii) amend, modify change, waive, discharge or waive terminate Sections 2.1(a) and (e), 2.2, 2.3 or 2.5(b)(i) or any term, covenant or agreement contained in Section 8 or Section 9 or (iii) amend or change any provision of this Section 11.6 or Section 3.4(a11.6(h); (i) without the consent of Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Term Loan (and participations therein), 3.4(b(A) amend, change, waive, discharge or terminate Section 3.3(b)(vi) so as to alter the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), 3.4(c)(i(iii), 3.7, 3.8, 9.1(a(iv) or (v) hereof or (B) amend or change any provision of this Section 11.6(i); (j) without the consent of Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Incremental Term Loan (and participations therein), 11.2(A) amend, 11.3 change, waive, discharge or 11.5terminate Section 3.3(b)(vi) so as to alter the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv) or (v) hereof or (B) amend or change any provision of this Section 11.6(j); or (g) reduce any percentage specified inor and, or otherwise modifyprovided further, the definition of Required Lenders. Notwithstanding the above, that (i) no provisions amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of Section 10 the Issuing Lender under this Credit Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Credit Agreement or any other Credit Document; and (iv) the Fee Letter may be amended amended, or modified rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, 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 shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingproceeding and such determination shall be binding on all of the Lenders.

Amendments, Waivers and Consents. Neither Except as set forth below, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders and (or by the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without Agent with the consent of all the Required Lenders: ) and delivered to the Agent and, in the case of an amendment, signed by each Borrower; provided that, no amendment, waiver or consent shall (a) extend increase the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (b) reduce the rate 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 except as otherwise set forth in such Section 2.6), (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 (other than as a result of waiving the applicability of on any post-default increase in interest rates) thereon Loan or fees hereunder; Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation (except as the rate of interest may fluctuate pursuant to the provisions of Section 4.1), (d) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (e) release any material portion of any collateral securing the Credit Facility, (f) amend or waive the principal amount provisions of any Loan; Section 8.17, (dg) increase amend or extend waive the Commitment provisions or Section 9.1, (h) amend the provisions of a Lender (it being understood and agreed that a waiver Section 11.1 or the definition of any Default or Event of Default or a waiver of any mandatory reduction in Default, (i) amend the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all provisions of the Guarantors from their respective obligations under last sentence of Section 10.4 or (j) amend the Credit Documents; (f) amend, modify or waive any provision provisions of this Section 11.6 13.11 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding , without the aboveprior written consent of each Lender; provided, (i) no provisions further, that the Borrowers may, subject to the terms and conditions of Section 10 may be amended or modified without 2.7 and upon the consent of the Administrative Agent (which consent shall not be unreasonably withheld), increase the Aggregate Commitment either by designating a lender not theretofore an existing Lender to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased, without the further consent of each other Lender (such consent being hereby deemed to be granted by each other such Lender upon execution of this Agreement). In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall be made without the written consent of the Agent and (iib) no provisions of Section 2.2 may be amended or modified Article III without the written consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or 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, each of the Credit Parties party thereto and signed the Requisite Lenders and acknowledged by the Required Lenders and the then Credit Parties; provided that no such amendmentAdministrative Agent, changeprovided, waiverhowever, discharge or termination shall without the consent of all the Lendersthat: (a) without the written consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to (i) extend the Maturity Datefinal maturity of any Loan or of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend the time for or waive any payment Principal Amortization Payment of any Tranche B Loan, or prepayment of principal;any portion thereof, (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability on any Loan or of any post-default increase in interest rates) thereon reimbursement obligation, or fees hereunder;any portion thereof, arising from drawings under Letters of Credit or of any Fees, (ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) release except as the Borrower from its obligations or consent to the assignment or transfer by the Borrower result of any of its rights and obligations under (or in respect of) the Credit Documents or connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Guarantors Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower, the Parent or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents;, (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or11.6, (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Requisite Lenders. Notwithstanding , or (ix) consent to the above, assignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (ior in respect of) no provisions of Section 10 may be amended or modified the Credit Documents except as permitted thereby; (b) without the written consent of the Administrative Agent, no provision of Section 10 or any other provision of any Credit Agreement pertaining to the duties and responsibilities of the Administrative Agent and may be amended, changed, waived, discharged or terminated; (iic) without the written consent of the Issuing Lender(s), no provisions provision of Section 2.2 may be amended amended, changed, waived, discharged or modified terminated; (d) without the written consent of the Issuing Swingline Lender. , no provision of Section 2.3 may be amended, changed, waived, discharged or terminated; (e) unless also signed by Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any LOC Obligations)), no such amendment, waiver or consent shall: (i) waive any Default or Event of Default for purposes of Section 5.2, (ii) amend or waive any mandatory prepayment on the Revolving Obligations under Section 3.3(b) or the manner of application thereof to the Revolving Obligations under Section 3.3(b)(vi), (iii) amend or waive the provisions of Section 5.2 (Conditions to all Extensions of Credit), Section 7.11 (Financial Covenants), Section 8 (Negative Covenants), Section 9 (Events of Default) or this Section 11.6(e); or (f) unless also signed by Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Tranche B Loan (and participations therein), no such amendment, waiver or consent shall: (i) amend or waive any mandatory prepayment on the Tranche B Loans under Section 3.3(b) or the manner of application thereof to the Tranche B Loans under Section 3.3(b)(vi), or (ii) amend or waive the provisions of this Section 11.6(f); Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, 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 Requisite Lenders may consent shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingproceeding and such determination shall be binding on all of the Lenders.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive forgive the principal amount of any Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.210.3, 11.3 11.7, 12.2, 12.3, 12.5 or 11.512.9(a); or (g) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof. Notwithstanding the above, (i) no provisions of Section 10 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the prior written consent of the Issuing LenderAdministrative Agent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrower may, in its sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrower shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrower has notified such Non-Consenting Lender of its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither None of this Credit Agreement nor any other Credit Loan Document nor or any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendmentexcept, changein the case of this Agreement or any other Loan Document, waiver, discharge pursuant to an agreement or termination is agreements or a consent or consents in writing entered into by the Borrower, the Servicer, to the extent it is a party thereto, the Required Lenders, and signed by the Agent; provided that the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Agent shall have declared, or the 113 Loan Agreement Required Lenders shall have requested the Agent to declare, the Loans immediately due and the then Credit Partiespayable pursuant to Article IX; provided that provided, however, that: (i) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenderseach Lender affected thereby: (aA) extend the Step-Up Date or extend or waive the Maturity DateDate or any payment of the Loans due thereon; provided that this clause (A) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), prior to the time the Agent shall have declared, or postpone or extend the time for any payment or prepayment of principalRequired Lenders shall have requested the Agent to declare, the Loans immediately due and payable pursuant to Article IX; (bB) reduce the rate rate, or extend the time of payment payment, of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (cC) reduce or waive the principal amount of any Loan; (dD) increase or extend the Commitment of a Lender over the amount then in effect (it being understood and agreed that a waiver of any Default, Servicer Default, Servicer Event of 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); (eE) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors Collateral securing the Credit Obligations hereunder (provided that the Collateral Agent may, without consent from their any other Lender, release any Collateral that is sold or transferred by the Borrower in compliance with Section 7.05); (F) release any Facility Party from its respective obligations under the Credit Loan Documents and/or the Servicing Documents; (fG) amend, modify or waive any provision of this Section 11.6 11.03 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition definitions of “Required Lenders. Notwithstanding ” or “Majority Lenders”; (H) amend or modify or, if applicable, waive the above, (i) no provisions of Section 10 may be amended or modified without the consent effects of the Administrative Agent and (ii) no provisions definitions of Section 2.2 may be amended “Advance Rate”, “Flex Advance Rate”, “Borrowing Base”, “Borrowing Base Deficiency” “Flex Borrowing Base”, “Collateral Deficiency”, “Eligible Lease”, “Eligible Railcar”, “Excluded Assets Amount”, “Liquidity Reserve Target Amount”, “Debt Service Coverage Ratio”, “Hedging Event”, “Monthly Depreciation” or modified without the consent any term that is a component of the Issuing 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 any such 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.definition; or

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone any portion thereof, or extend the time for expiration date of any payment or prepayment Letter of principalCredit beyond the Termination Date; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);; LEGAL02/33559407v8 (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of (a) this Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender”. No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of the Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, changedsupplemented, waivedwaived or modified except in accordance with the provisions of this Section 9. 1. The Required Lenders may, discharged or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, enter into with the Borrower written amendments, supplements or terminated unless modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or waive, on such amendment, change, waiver, discharge or termination is in writing terms and signed by conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and the then Credit Partiesits consequences; provided provided, however, that no such waiver and no such amendment, change, waiver, discharge supplement or termination shall without the consent of all the Lendersmodification shall: (a) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or the reimbursement obligations with respect to any Letters of Credit, or extend the expiry of any Letter of Credit beyond the Maturity Date, or postpone reduce the stated rate of any interest or fee payable hereunder (other than interest at the increased post default rate) or extend the time for scheduled date of any payment thereof or prepayment of principal; (b) reduce increase the rate amount or extend the time of payment of interest (other than as a result of waiving the applicability expiration date of any post-default increase Lender's Commitment, in interest rates) thereon or fees hereunder; (c) reduce or waive each case without the principal amount written consent of any Loan; (d) increase or extend the Commitment of a each Lender directly affected thereby (it being understood and agreed that a waiver changes to the financial definitions and financial covenants herein shall only require the consent of any Default or Event the Required Lenders and waivers of Default or a waiver mandatory prepayments of any mandatory reduction in the Commitments Loans required pursuant to Section 2.9(b) shall not constitute a change increases in the terms of any Commitment of any Lender or extensions of the scheduled date of any payments to any Lender);; or (eb) release amend, modify or waive any provision of Section 2.14 in a manner that would reduce the Borrower from its obligations or consent to the assignment or transfer by the Borrower pro rata amount of any Lender's share of its the payments or commitment reductions required thereby, or this Section 9.1, or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or (c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or affect the rights and obligations or duties of the Issuing Lenders under this Agreement or any LOC Documents relating to any Letter of Credit issued or to be issued without the written consent of the Issuing Lenders, or affect the rights or duties of the Swingline Lender 100 under this Agreement without the written consent of the Swingline Lender, or amend, modify or waive any provisions of the Fee Letter without the written consent of the parties thereto; or (or in respect ofd) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Guaranty (other than as specifically permitted or contemplated in this Agreement or the other Credit Documents; (f) amend, modify or waive any provision without the written consent of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5all of the Lenders; or (ge) reduce release all or substantially all of the Collateral (other than as specifically permitted or contemplated in this Agreement or the other Credit Documents) without the written consent of all of the Lenders; or Any such waiver, any percentage specified insuch amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or otherwise modify, the definition of Required Lendersimpair any right consequent thereon. Notwithstanding any of the aboveforegoing to the contrary, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (ii) no other than the provisions of Section 2.2 may be amended 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or modified without waiver. In addition, the consent Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing the Register from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Issuing Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenders: each Lender directly affected thereby, (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (bi) reduce the rate or extend the time of payment of interest (other than as a result of (x) waiving the applicability of any post-default increase in interest ratesrates or (y) thereon an amendment approved by the Required Lenders as set forth in the definition of "Applicable Percentage" following the withdrawal by S&P and Xxxxx'x of their ratings on the Borrower's senior unsecured (non-credit enhanced) long term debt) on any Loan or fees hereunder; , (cii) reduce the rate or waive extend the time of payment of any fees owing hereunder, (iii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce the principal amount of on any Loan; (db) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, (i) except as otherwise permitted under Section 3.4(b), increase or extend the Commitment Commitments of a Lender the Lenders over the amount thereof in effect (it being 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); , (eii) release amend, modify or waive any provision of this Section 10.6 or Section 3.6, 3.10, 3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or 10.9, (iii) reduce or increase any percentage specified in, or otherwise modify, the Borrower from its obligations definition of "Required Lenders," or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentsto which it is a party; (fc) amend, modify or waive any no provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 2.3 may be amended or modified without the consent of the Swingline Lender and no provision of Section 9 may be amended without the consent of the Administrative Agent and Agent; and (iid) no provisions designation of Section 2.2 the Master Account or of any Financial Officer may not be amended or modified made without the written consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) at least two Financial Officers 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 proceedingBorrower.

Amendments, Waivers and Consents. Neither Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders and (or by the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without Administrative Agent with the consent of all the Required 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) extend increase the Maturity DateRevolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, or postpone or extend in any case, without the time for any payment or prepayment written consent of principalsuch Lender; (b) reduce the rate waive, extend or extend the time of postpone any date fixed by this Agreement or any other Loan Document for any payment of interest principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other than as a result Loan Document without the written consent of waiving the applicability of any post-default increase in interest rates) thereon or fees hereundereach Lender directly and adversely affected thereby; (c) reduce or waive the principal amount of, or the rate of interest specified herein on, any LoanLoan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; (d) increase change Section 5.6 or extend Section 10.4 in a manner that would alter the Commitment pro rata sharing of a payments required thereby without the written consent of each Lender (it being understood directly 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)adversely affected thereby; (e) release change any provision of this Section or reduce the Borrower from its obligations percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (f) consent to the assignment or transfer by the Borrower any Credit Party of any of its such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written consent of each Lender; (g) release all of the Guarantors or (iii) Guarantors comprising substantially all of the credit support for the Secured Obligations, in respect ofany case, from any Guaranty (other than as authorized in Section 11.9), without the written consent of each Lender; or (h) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under Collateral or release any Security Document (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the Credit Documents; (fapplicable Security Document) amendwithout the written consent of each Lender; provided further, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, that (i) no provisions amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of Section 10 the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended amended, or modified rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. 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. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 (including, without limitation, as applicable, (1) to permit the Incremental Revolving Loans to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Revolving Loan Commitments or outstanding Incremental Revolving Loans in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no provisions amendment or modification shall result in any increase in the amount of Section 2.2 may be amended any Lender’s Commitment or modified any increase in any Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of the Issuing such affected Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither NeitherSubject to Section 3.10(b) and (c), neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date of any Loan (except as permitted under Section 2.8) or extend or postpone or extend the time for any payment or prepayment of principalprincipal of any Loan or unreimbursed drawing of any Letter of Credit; (b) reduce the rate or amount 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; (c) reduce or waive the principal amount of any LoanLoan or unreimbursed drawing of any Letter of Credit; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents Documents, or release all or substantially all of the Guarantors any Domestic Subsidiary from their respective its obligations under the Credit Documentsany guarantee agreement delivered pursuant to Section 7.10; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a3.7 (or any other provision providing for the pro rata nature of payments or disbursements to Lenders), 3.4(b), 3.4(c)(i), 3.7, 3.8, 3.8 or 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, in the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and Agent, (ii) no provisions of Section 2.2 may be amended or modified without the consent of any Issuing Lender and (iii) no provisions of Section 2.3 may be amended or modified without the Issuing 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 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 supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenderseach Lender directly affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 on the Loans or fees hereunder; (c) reduce or waive the principal amount of any LoanLoan or extend the time of payment thereof; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 11.06 or Section 3.4(aSections 3.08, 3.09, 9.01(a), 3.4(b)11.02, 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 11.03 or 11.511.05; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions provision of Section 10 3.04(d) may be amended or modified without the consent of the Administrative Agent and (ii) no provisions provision of Section 2.2 this Credit Agreement or any other Credit Document that addresses the rights or obligations of the Administrative Agent (including, without limitation, Article X) may be amended or modified without prior written consent of the Administrative Agent. Each Lender understands and agrees that if such Lender is a Defaulting Lender then, notwithstanding the provisions of this Section 11.06, it shall not be entitled to vote on any matter requiring the consent of the Issuing Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xA) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditBorrower Obligations, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (yB) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Loan, or postpone or extend any portion thereof, beyond the time for any payment or prepayment of principalTermination Date; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any Loan; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of (a) this Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone any portion thereof, or extend the time for expiration date of any payment or prepayment Letter of principalCredit beyond the Termination Date; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of this (a) Section 11.6 7.04, Section 7.05, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Administrative definition of “Defaulting Lender”. No amendment, waiver or consent, unless in writing and signed by the Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent and (ii) under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of the Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 2.2 such Lender may not be amended increased or modified extended without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenders: each Lender directly affected thereby, (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (bi) reduce the rate or extend the time of payment of interest (other than as a result of (x) waiving the applicability of any post-default increase in interest ratesrates or (y) thereon an amendment approved by the Required Lenders as set forth in the definition of "Applicable Percentage" following the withdrawal by S&P and Xxxxx'x of their ratings on the Borrower's senior unsecured (non-credit enhanced) long term debt) on any Loan or fees hereunder; , (cii) reduce the rate or waive extend the time of payment of any fees owing hereunder, (iii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce the principal amount of on any Loan; (db) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, (i) except as otherwise permitted under Section 3.4(c) or 3.4(f), increase or extend the Commitment Commitments of a Lender the Lenders over the amount thereof in effect (it being 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); , (eii) release amend, modify or waive any provision of this Section 10.6 or Section 3.6, 3.10, 3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or 10.9, (iii) reduce or increase any percentage specified in, or otherwise modify, the Borrower from its obligations definition of "Required Lenders," or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentsto which it is a party; (fc) amend, modify or waive any no provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 9 may be amended or modified without the consent of the Administrative Agent and Agent; and (iid) no provisions designation of Section 2.2 the Master Account or of any Financial Officer may not be amended or modified made without the written consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) at least two Financial Officers 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 proceedingBorrower.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or postpone or extend the time for Extended Maturity Date (it being understood that an extension of the Maturity Date in accordance with the terms of Section 3.5(a) shall not require the consent of any payment or prepayment of principalLender); (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 on the Term Loans or fees hereunder; (c) reduce or waive the principal amount of any LoanTerm Loan or extend the time of payment thereof; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents, release all or substantially all of the other Guarantors from their respective obligations under the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit DocumentsCollateral; (f) amend, modify or waive any provision of this Section 11.6 9.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a7.1(a), 11.29.2, 11.3 9.3 or 11.59.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions provision of Section 10 Sections 3.4 or 8 may be amended or modified without the consent of the Administrative Agent Agent. Each Lender understands and (ii) no agrees that if such Lender is a Defaulting Lender then, notwithstanding the provisions of this Section 2.2 may 9.6, it shall not be amended or modified without entitled to vote on any matter requiring the consent of the Issuing Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditTerm Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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. Neither this Credit Agreement Agreement, nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders: each Lender affected thereby: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees or other amounts payable hereunder; ; (c) reduce or waive the principal amount of any Loan; Loan or L/C Borrowing; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations under the Loan Documents; (f) amend, modify or waive any provision of this Section 10.6 or Sections 2.12(a), 2.13, 2.14, 8.1(a), 10.2, 10.3 or 10.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (h) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Loan Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions unless also signed by the L/C Issuers, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by them; (j) unless also signed by the Swing Line Lender, affect the rights or duties of the Swing Line Lender under this Agreement; or (k) unless also signed by the Administrative Agent, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. No provision of Section 10 9 may be amended or modified without the consent of the Administrative Agent Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and (ii) no provisions any amendment, waiver or consent which by its terms requires the consent of Section 2.2 all Lenders or each affected Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or modified extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the Issuing consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding 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 Xxxxxx sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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.forth

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit Parties; Borrower, provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenders:each Lender affected thereby, (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 on any Loan or reduce the amount or extend the time of payment of fees owing hereunder; (c) reduce or waive or extend the time of payment of the principal amount of any Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 5.2, 9.1(a), 11.210.2, 11.3 10.3 or 11.510.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated terminated, unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Borrower and the applicable Credit Parties; provided Parties party thereto; provided, that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, Date or postpone or extend the time for any payment or prepayment of principal;Commitment Termination Date; (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 fees hereunder;hereunder; (c) reduce or waive forgive the principal amount of any Loan;Loan; (d) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);Lender); (e) release the Borrower any Credit Party from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;such obligations; (f) release any Liens granted under the Guarantee and Pledge Agreement; (g) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7Sections 3.6, 3.8, 9.1(a), 9.3, 10.7, 11.2, 11.3 11.3, 11.5 or 11.5; 11.9(b); or (gh) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions such agreement shall amend, modify or otherwise affect the rights or duties of Section 2.2 may be amended or modified the Administrative Agent without the prior written consent of the Issuing LenderAdministrative Agent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and (y) such proposed amendment or waiver is approved by Required Lenders, the Required Lenders may Borrower may, in its sole discretion, require any Lender that has failed to consent to allow such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a Credit Party manner consistent with the terms and conditions of Section 4.5 to use cash collateral an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrower shall have given written notice to the Administrative Agent in the context case of an assignee that is not a bankruptcy or insolvency proceedingLender. The Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 11.6 unless the Borrower has notified such Non-Consenting Lender of its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesParties and acknowledged by the Administrative Agent; provided that that (i) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenders: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principaleach Lender affected thereby; (bA) extend or waive 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, waive, reduce or forgive any Principal Quarterly Amortization Payment, or any portion thereof; (B) reduce the rate or extend the time of or waive any payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Obligation or fees hereunder; (cC) reduce or waive the principal amount of any LoanLoan or any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (dD) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (eE) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors 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 a Credit Party in compliance with Section 7.05); (F) release any Consolidated Party from its or their respective obligations under the Credit DocumentsDocuments (provided that the Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in compliance with Section 7.05); (fG) amend, modify or waive any provision of this Section 11.6 10.06 or Section 3.4(a3.04, 3.06, 3.07, 3.08, 3.09, 3.10, 3.11, 3.12, 3.13, 8.01(a), 3.4(b)8.03, 3.4(c)(i)10.02, 3.710.03, 3.8, 9.1(a), 11.2, 11.3 10.05 or 11.5; or10.09; (gH) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding ; (I) consent to the aboveassignment or transfer by the Parent, ASG or the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents, except as permitted thereby; or (J) effect any waiver of the conditions to funding any Revolving Loan or Swingline Loan or to issuing any Letter of Credit in each case after the Effective Date, without the prior written consent of Lenders having in the aggregate at least a majority of the outstanding principal amount of Revolving Loans, LOC Obligations and unused Revolving Credit Commitments; (ii) no such amendment, change, waiver, discharge or termination shall, (A) extend the time for, reduce the amount of or modify the manner of application of proceeds of any mandatory prepayment required by Section 3.03(b)(ii), (iiii), (iv) or (v), without the prior written consent of Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Tranche A Term Loan, Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Tranche B Term Loans and Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Incremental Facility Loans; or (B) effect any waiver, amendment or modification that by its terms adversely affects the rights, in respect of payments, the Collateral or the guarantees by the Guarantors, of the Lenders holding one Class of Term Loans (i.e., Tranche A Term Loans, Tranche B Term Loans or Incremental Facility Loans) differently from those of the Lenders holding another Class of Term Loans, without the prior written consent of Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Tranche A Term Loans, Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Tranche B Term Loans and Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Incremental Facility Loans; (iii) no provisions provision of Section 10 Article IX may be amended or modified without the consent of the Administrative Agent and (ii) Agent, no provisions provision of Section 2.2 2.02 or 3.04(b)(ii) may be amended or modified without the consent of each Issuing Lender and no provision of Section 2.05 may be amended without the consent of the Swingline Lender; (iv) without the consent of (A) Lenders holding in the aggregate more than 50% of the Revolving Commitments (or, if the Revolving Commitments have been terminated, the outstanding Revolving Loans, Swingline Loans and Participation Interests in Letters of Credit and Swingline Loans (including the Participation Interests of the Issuing LenderLenders in Letters of Credit and the Participation Interests of the Swingline Lender in the Swingline Loans)) and (B) Lenders holding in the aggregate more than 50% of the outstanding Tranche A Term Loans and Lenders holding in the aggregate more than 50% of the outstanding Tranche B Term Loans, neither this Agreement nor any other Credit Document may be amended to permit any Debt (including any Obligations attributable to an increase in the Revolving Commitments or the addition of any Tranche of Debt hereunder) to be secured by any Collateral pursuant to a Lien of equal priority to the Lien of the Collateral Agent thereon, except for Permitted Liens; and (v) any amendment to this Agreement or the other Credit Documents solely to effectuate the Incremental Facility as contemplated by (and subject to the provisions set forth in) Section 2.07 shall only require the consent of the Borrower, the Administrative Agent (to the extent required to assure that the amendments contemplated by Section 2.07 are property effected) and the Lenders, if any, providing the Incremental Facility. Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Senior Subordinated Notes), shall reside solely with the Administrative Agent, and the Administrative Agent shall deliver such Payment Blockage Notice, only upon the direction of the Required Lenders. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xi) each Lender is entitled to vote as such 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 supersedes supersede the unanimous consent provisions set forth herein and (yii) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding the above, each of the Administrative Agent, on the one hand, and the Parent, ASG and the Borrower, on the other hand, hereby agree to, and to cause each of the Subsidiaries of the Borrower, at the request of the Borrower or the Administrative Agent, as applicable, to enter into one or more amendments, supplements or other modifications to this Agreement and the other Credit Documents as the requesting party shall reasonably deem necessary or desirable to cause each Vessel Mortgage Trustee to be an Eligible Vessel Trustee (as defined in Section 9.11) and to cause each Vessel Mortgage to comply with, and to be for the benefit of a trustee qualified under, all applicable laws and regulations (including, without limitation, regulations of the Department of Transportation, Maritime Administration) applicable to such Vessel Mortgages as the same may from time to time to be in effect and to comply with such other applicable laws and regulations as are reasonably necessary to allow the Business to continue without interruption. The various requirements of this Section 10.06 are cumulative. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 10.06 regardless of whether its Note shall have been marked to make reference therein, and any consent by any Lender or holder of a Note pursuant to this Section 10.06 shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers (and if the rights or duties of the Issuing Bank are affected thereby, by it); provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date or the Term Out Maturity Date, or postpone or extend the time for any payment or prepayment of principalprincipal (except pursuant to Section 3.3(b)) or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (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 fees or other amounts payable hereunder; (c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (d) increase or extend the Commitment of a Lender (it being 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 the Borrower from its obligations or except as permitted by Section 2.10, consent to the assignment or transfer by the a Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors a Borrower from their respective its obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions No provision of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing LenderAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrowers to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither Subject to Section 3.10(b) and the last paragraph of this Section 11.6, neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrowers and acknowledged by the Administrative Agent; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of all the Lenderseach Lender affected thereby: (a) extend the Maturity Date, final maturity of any Loan or any portion thereof or postpone or extend the time any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)) or prepayment permit the expiration date of principalany 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 fees hereunder (provided that only the consent of the Required Lenders shall be necessary (x) to amend the default rate of interest in Section 3.1(b) or to waive the obligation of the Borrowers to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder); (c) reduce or waive the principal amount of any Loan; (d) increase or extend 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 reduction of the Commitments by the Borrowers pursuant to Section 2.1(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 the either Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents obligations, or release all or substantially all of the Guarantors from their respective obligations 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; DB1/ 97661265.5 (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, or 9.1(a), 11.2or any provision of any Credit Document which, 11.3 by its express terms, requires the consent, approval, agreement or 11.5; orsatisfaction 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. Notwithstanding If any amendment, waiver or consent with respect to the aboveCredit Documents has been delivered in writing to a Lender by the Administrative Agent, (iand 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. The provisions of this paragraph shall not apply to any amendment, waiver or consent regarding any of the matters described in Section 11.6.(a) no provisions through 11.6(h). No provision of Sections 2.2, 2.3 or 11.9, or any other provision that affects the rights or duties of an Issuing Lender may be amended or modified without the consent of each Issuing Lender. 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 and (ii) no provisions Agent. The right of any Defaulting Lender to approve or disapprove any amendment, waiver or consent hereunder shall be limited as set forth in Section 2.2 may 11.9(c). Any increase in the Revolving Committed Amount pursuant to Section 2.7 hereof, shall be amended or modified without effective only after obtaining the consent of each of the Issuing LenderLenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the 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 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 DB1/ 97661265.5 the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination. In addition, notwithstanding anything in this Section 11.6 to the contrary, if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten Business Days following receipt of notice thereof.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower (or with respect to the Guarantor, the Guaranty); provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender directly and adversely affected thereby: (ai) extend the Maturity Datefinal maturity of any Revolving Loan, or postpone or extend the time for any payment or prepayment of principalportion thereof; (bii) 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 thereof or fees hereunder; (ciii) reduce or waive the principal amount of any LoanLoan or any Reimbursement Obligation; (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release the Borrower from its obligations under the Loan Documents; (vi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Loan Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;except as permitted thereby; or (fviii) amend, modify or waive any provision of this (a) Section 11.6 7.04, Section 7.05, Section 2.21, Section 2.22 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 2.24 without the consent of each Lender directly and adversely affected thereby or 11.5(b) the definition of “Defaulting Lender”; or (gix) reduce release or substitute all or any percentage specified insubstantial part of the Collateral; or (x) release the Guarantor or any Guarantee given to support payment of the Loans. No amendment, waiver or otherwise modifyconsent, unless in writing and signed by the definition Agent, in such capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of Required Lendersthe Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Notwithstanding anything to the abovecontrary herein, (i) no provisions Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Section 10 such Lender may not be amended increased or modified extended without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the then Credit PartiesBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (a) extend the Revolving Termination Date or the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 with respect to any Loan, any Reimbursement Obligation or fees hereunder; (c) reduce or waive forgive the principal amount of any LoanLoan or any Reimbursement Obligation; (d) increase or extend the Commitment of a Lender beyond the Revolving Termination Date or 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documentssuch obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a)3.3, 3.4(b), 3.4(c)(i), 3.73.6, 3.8, 9.1(a10.1(a), 11.211.7, 11.3 12.2, 12.3 or 11.5; or12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) no provisions of (a) Section 10 11 may be amended or modified without the consent of the Administrative Agent and (iib) no provisions of Section 2.2 5 may be amended or modified without the consent of the each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes 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 proceedingherein.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the then Credit Parties; provided that Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of all the Lenders: each Lender directly affected thereby, (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (bi) 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 on any Loan or fees hereunder; , (cii) extend (A) the termination date of the Commitments of such Lender, (B) the maturity of any Loan, or any portion or installment thereof, or (C) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or (iii) reduce or waive the principal amount of on any Loan; (db) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected thereby, (i) increase or extend the Commitment of a such Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); , (eii) release all or any substantial portion of the Borrower collateral pledged to secure the Obligations hereunder or release any Material Guarantor from its the guaranty obligations hereunder, (iii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.10, 3.11, 3.12, 3.13, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders," or (v) consent to the assignment or transfer by the Borrower or any other Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all to which it is a party; and (c) no provision of Section 2.2 may be amended without the consent of the Guarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any Issuing Lender and no provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, (i) no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any 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 proceedingAgent.

Amendments, Waivers and Consents. Neither Except as set forth in Section 2.14 and Section 2.22, neither this Credit Agreement nor any other Credit Document nor any of the other Credit Documents, nor any terms hereof or thereof thereof, may be amended, changedmodified, waivedextended, discharged restated, replaced, or terminated unless such supplemented (by amendment, change, waiver, discharge consent or termination is otherwise) except in writing accordance with the provisions of this Section. The Required Lenders may or, with the consent of the Required Lenders, the Administrative Agent may, from time to time, enter into with the Borrowers written amendments, supplements or modifications hereto and signed by to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the terms or provisions hereof or thereof or the rights of the Lenders or of the Borrowers hereunder or thereunder or waive or consent to the departure from, on such terms and conditions as the Required Lenders and may specify in such instrument, any of the then requirements of this Agreement or the other Credit Parties; provided that no such amendment, change, waiver, discharge Documents or termination shall without the consent of all the Lenders: (a) extend the Maturity Date, or postpone or extend the time for any payment or prepayment of principal; (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 fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) increase or extend the Commitment of a Lender (it being understood and agreed that a waiver of any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or a waiver consent shall: (i) reduce the amount or extend the scheduled date of maturity of any mandatory reduction Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (it being understood that any change in the Commitments definition of any ratio used in the calculation of such rate of interest or fees (or the component definitions) shall not constitute a change reduction in any rate of interest or fees) (except in connection with a waiver of interest at the terms Default Rate which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any Commitment payment thereof (in each case, other than extensions for administrative convenience as agreed by the Administrative Agent) or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; provided that it is understood and agreed that no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.6(b);, nor any amendment of Section 2.6(b), the definition of Disposition or any waiver of any condition precedent or Default or Event of Default shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Loan or Note and any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment; or (e) release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (fii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.54.2 without the written consent of all the Lenders and the Borrowers; or (giii) reduce except in accordance with the terms of this Agreement, release the Borrowers or all or substantially all of the value of the Guaranty or the Collateral, respectively, without the written consent of all of the Lenders and Bank Product Providers that have previously provided a Bank Product Provider Notice to the Administrative Agent pursuant to the terms hereof and the Borrowers; or (iv) subordinate (1) the Loans to any percentage specified inother Indebtedness or (2) the Liens granted to secure the payment of the Obligations to any other Liens, or otherwise modifyin each case, without the written consent of all of the Lenders and the Borrowers; or (v) change the definition of “Restricted Payments” without the written consent of all the Lenders and the Borrowers; or (vi) permit the Borrowers to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders and the Borrowers; or (vii) change any provision of this Section 9.1 or the definition of “Required Lenders. Notwithstanding ” or any other provision of this Agreement specifying the abovenumber or percentage of Lenders required to amend, waive or otherwise modify any rights pursuant to this Agreement or make any determination or grant any consent pursuant to this Agreement, without the written consent of all the Lenders and the Borrowers; or (iviii) no provisions of Section 10 may be amended or modified without the consent of Lenders holding at least a majority of the outstanding Revolving Commitments and the Borrowers, waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or (ix) amend, modify or waive the order in which Obligations are paid or the pro rata sharing of payments by and among the Lenders, in each case in accordance with Section 2.10(b) or 9.7(b) without the written consent of each Lender and each Bank Product Provider directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; or (x) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent and the Borrowers; or (xi) amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Bank Product Provider directly affected thereby (but not the consent of the Required Lenders) and the Borrowers; or (xii) amend the definitions of “Hedging Agreement,” “Bank Product,” or “Bank Product Provider” without the consent of any Bank Product Provider that would be adversely affected thereby (but not the consent of the Required Lenders) and the Borrowers; or (xiii) the consent of only the Revolving Lenders under the Revolving Facility holding at least 66-2/3% of the Revolving Commitments and outstanding exposure under the Revolving Commitments and the Borrowers will be required for amendments and waivers consummated to (i) increase advance rates in the Borrowing Base and (ii) otherwise change the definition of “Borrowing Base” and the component definitions thereof to the extent the effect of such amendment would increase the Availability hereunder; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Revolving Lenders, the LC Issuer or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Revolving Lenders, the LC Issuer and/or the Swingline Lender, as applicable, in addition to the Borrowers and Lenders required herein above to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified without the consent all future holders of the Issuing LenderNotes. In the case of any waiver, the Borrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right as a consequence of any subsequent or other Default or Event of Default. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xa) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and herein, (yb) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingInsolvency Proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender in an adverse manner more than the other Lenders. In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten Business Days following receipt of notice thereof. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Parent and the Administrative Agent in accordance with Section 2.19 and Section 2.21.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or 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, each of the Credit Parties party thereto and signed by the Required Lenders and the then Credit Parties; provided that no such amendmentLenders, changeprovided, waiverhowever, discharge or termination shall without the consent of all the Lendersthat: (a) without the consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to: (i) extend the Maturity Datefinal maturity of any Loan or of any reimbursement obligation, or postpone any portion thereof, arising from drawings under Letters of Credit, or extend the time for or waive any payment Principal Amortization Payment of any Loan, or prepayment of principal;any portion thereof, (bii) 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;, (ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend 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 waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5 or in connection with the release of Collateral set forth in Section 7.13(c), release all or any material portion of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors other Credit Parties from its or their respective obligations under the Credit Documents;, (fvii) amend, modify or waive any provision of this Section 11.6 11.6, Section 3.13, Section 3.15(b) or Section 3.4(a7.13(c), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or, (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding , or (ix) consent to the aboveassignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; (b) without the consent of Lenders holding in the aggregate at least a majority of the Revolving Commitments (and Participation Interests therein) (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and Participation Interests therein, including the Participation Interests of the Issuing Lender in any Letters of Credit)), no Default or Event of Default may be waived for purposes of Section 5.2(d); (i) without the consent of Lenders holding in the aggregate at least a majority of the outstanding Tranche A Term Loans (and Participation Interests therein), Section 3.3(b) may not be amended, changed, waived, discharged or terminated so as to extend the time for or the amount or the manner of application of proceeds in respect of the Tranche A Term Loan on account of any mandatory prepayment required by Section 3.3(b)(ii), (iii), or (iv) hereof, and (ii) without the consent of Lenders holding in the aggregate at least a majority of the outstanding Tranche B Term Loans (and Participation Interests therein), Section 3.3(b) may not be amended, changed, waived, discharged or terminated so as to extend the time for or the amount or the manner of application of proceeds in respect of the Tranche B Term Loan on account of any mandatory prepayment required by Section 3.3(b)(ii), (iii), or (iv) hereof; (d) without the consent of the Agent, no provisions provision of Section 10 may be amended amended, changed, waived, discharged or modified without the consent of the Administrative Agent and terminated; and (iie) no provisions of Section 2.2 may be amended or modified without the consent of the Issuing Lender, no provision of Section 2.2 may be amended, changed, waived, discharged or terminated. (f) without the consent of the Swingline Lender, no provision of Section 2.3 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of CreditLoans, 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 shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingproceeding and such determination shall be binding on all of the Lenders.

Amendments, Waivers and Consents. (a) Neither this Credit Agreement nor any other Credit Loan Document (other than the Support Agreement (except as provided in clause (viii) below)) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders Lenders, the Borrower and the then Credit PartiesParent; provided that no such amendment, change, waiver, discharge or termination shall without the consent of all the Lenderseach Lender affected thereby: (ai) extend the Maturity Datefinal maturity of any Advance, or postpone or extend the time for any payment or prepayment of principalportion thereof; (bii) reduce the rate or extend the time of payment of interest (other than as a result waiver or rescission of waiving the applicability application of any post-the default increase in interest ratesrate of interest) thereon or fees hereunder; (ciii) reduce or waive repayment of the principal amount of any Loan;Advance, (div) increase or extend the Commitment of a Lender or increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that none of (A) a waiver of any Default or Event of Default Default, (B) [Reserved] or a waiver of (C) [Reserved], shall, in any mandatory reduction in the Commitments shall not case, constitute a change in the terms of any the Commitment of any such Lender);, (ev) release the Borrower from all its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their respective obligations under the Credit Documents;Loan Documents except as permitted hereby, (f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or (gvi) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders”, (vii) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under (or in respect of) the Loan Documents except as permitted hereby or thereby, (viii) (x) terminate or otherwise cancel the Support Agreement or (y) amend or otherwise modify the terms of the Support Agreement in any manner that, in the case of this clause (y), adversely affects the rights of such Lender, (ix) amend or otherwise modify this Section 7.04; or (x) change Section 2.21 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender. Notwithstanding anything to the abovecontrary herein, (i) no provisions 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 Section 10 all Lenders or each affected Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or modified extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (ii) [Reserved]; (iii) [Reserved]; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (v) [Reserved] and (vi) the Administrative Agent and (ii) no provisions of Section 2.2 may be amended or modified the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the Issuing Lender. Notwithstanding other Loan Documents or to enter into additional Loan Documents as the fact that Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.18(c) in accordance with the terms of Section 2.18(c). (b) In connection with any proposed amendment, change or waiver (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters consent 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 to such Proposed Change is obtained, but the consent to allow such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (a) above being referred to as a Credit Party “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to use cash collateral such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate (or to execute a Power of Attorney to the Administrative Agent for the Administrative Agent to assign and delegate on such Non-Consenting Lender’s behalf) without recourse (in accordance with and subject to the restrictions contained in Section 7.05), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations; provided that (i) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the context case of all other amounts) and (ii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 7.05(b)(iv). Notwithstanding anything to the contrary in this Agreement, the return of the Note held by any such Non-Consenting Lender is not a condition to the effectiveness of any assignment pursuant to this Section 7.04(b). (c) Notwithstanding anything to the contrary in this Section 7.04, if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a bankruptcy technical or insolvency proceedingimmaterial nature, in each case, in any provision of the Loan Documents (other than the Support Agreement), then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following the posting of such amendment to the Lenders.