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 entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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, signed by the Required Lenders and the BorrowerBanks, providedprovided that no such amendment, howeverchange, that: (a) waiver, discharge or termination shall, without the consent of each Lender affected therebyBank, no such amendment may: (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of any Loan, or extend or waive any principal amortization payment of any Revolving Loan, or any portion thereof, (ii) , or extend the expiry date for a Letter of Credit beyond the period permitted by the terms of Section 2.4(a), 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 or Fees hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, (iv) thereof, or increase the Commitment Commitments of a Lender the Banks over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any LenderBank), , (vii) except as release of any material portion of collateral securing the result of or in connection with a dissolutionTotal Revolving Obligations hereunder, merger or disposition of a Subsidiary permitted under Section 8.3, (iii) release the Borrower or substantially all of the other Credit Parties any Guarantor from its or their guaranty obligations under the Credit Documents, hereunder, (viiv) amend, modify or waive any provision of this Section 11.6 or Section 3.62.9, 3.72.10, 3.82.11, 3.92.12, 3.102.13, 3.112.16, 3.122.17, 3.13, 3.14, 9.1(a8.1(a), 11.29.7, 11.310.2 and 10.3, 11.5 or 11.9, (viiv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or Banks or (viiivi) consent to the assignment or transfer by the Borrower (or another Credit PartyGuarantor) of any of its rights and obligations under (or in respect of) the this Credit Documents except as permitted thereby; and (b) Agreement. No provision of Section 9 may be amended without the consent of the Administrative Agent, no provision of Section 10 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, 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:thereby is required to (i) Subject to Section 2.1, extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, or waive application of any mandatory prepayment, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest 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 hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.37.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) amend, modify or waive any provision of this Section 11.6 10.6 or Section Sections 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a3.15, 3.16, 8.1(a), 11.210.2, 11.310.3, 11.5 10.5 or 11.910.9, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 9 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, 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 not 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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees the Commitment Fee or the Letter of Credit Fee hereunder, , (ii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or (iii) reduce or waive the principal amount of on any Loan,; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected thereby, (i) increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) except as the result of or in connection with a release of collateral as provided in Section 3.16 or with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4 of the Incorporated Covenants, release the Borrower all or substantially all of the other Credit Parties collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from its or their the guaranty obligations under the Credit Documents, hereunder, (viiii) 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, 3.143.16, 9.1(aSection 4, 7.1(a), 11.29.3, 11.3, 11.5 9.5 or 11.9, 9.9. (viiiv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit Partyany Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted therebyto which it is a party; and (bc) no provision of Section 8 may be amended without the consent of the Administrative Agent, no provision of Section 10 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, 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, Maturity Date or extend or waive postpone the time for any principal amortization payment or prepayment of any Loan, or any portion thereof,principal; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) 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 other Credit Parties from its obligations or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; andor release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (bf) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(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, (ii) no provision provisions of Section 10 2.2 may be amendedamended or modified without the consent of the Issuing Lender and (iii) no provisions of Section 2.3 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 bankruptcy reorganization plan that affects the LoansLoans 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, thatdischarge or termination shall without the consent of each Lender: (a) without extend the consent Revolving Loan Maturity Date or postpone or extend the time for any payment or prepayment of each Lender affected thereby, no such amendment may:principal; (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) increase or extend the Commitment of a Lender or the total Commitments over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as release all or substantially all of the result of 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 connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5); (f) release the Borrower from its obligations or release all or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 9.1(l), 11.2, 11.3, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) 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 except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 may be amendedDocuments. 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 LoansLoans 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any of the other Credit Documents may be amended to (i) extend the final maturity of any LoanLoan or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest 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 hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) except as permitted under Section 8.4(b), release all or substantially all of the collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4, release the Borrower or all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vivii) 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, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) 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 except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be 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, 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment maythereby is required to: (i) extend the final maturity of any LoanLoan or any Commitment, or any portion thereof, or extend or waive any principal amortization payment of any Loan, or any portion thereof,, or waive application of any mandatory prepayment; (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest 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 hereunder,; (iii) reduce or waive the principal amount of any Loan,; (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.37.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents,; (vi) amend, modify or waive any provision of this Section 11.6 10.6 or Section Sections 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a3.15, 3.16, 8.1(a), 11.210.2, 11.310.3, 11.5 10.5, or 11.9,10.9; (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; (viii) expand or otherwise add any new currency to the definition of Available Foreign Currency; or (viiiix) 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 except as permitted thereby; and. (b) without the consent of the Administrative Agent, no provision of Section 10 9 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, and each Lender acknowledges that the provisions of Section 1126(c) of the United States 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, ; provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:thereby is required to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) except, 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be 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, 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 entered into by, or approved in writing by, and signed by the Required Lenders and the BorrowerBorrowers; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any LoanMaturity Date or the Term Out Maturity Date, or postpone or extend the time for any payment or waive any prepayment of principal amortization (except pursuant to Section 3.3(b)) or the time of payment of any Loanreimbursement obligation, or any portion thereof,, arising from drawings under Letters of Credit; (iib) 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 other amounts payable hereunder,; (iiic) 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; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of or in connection with a dissolutionpermitted by Section 2.10, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the a Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; andor release a Borrower from its obligations under the Credit Documents; (bf) without amend, modify or waive any provision of this Section 11.6 or Section 3.6, 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 consent definition of the Administrative Agent, no Required Lenders. No provision of Section 10 may be amendedamended or modified without the consent of the 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 bankruptcy reorganization plan that affects the LoansLoans 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 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, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the written consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) increase change the Commitment of a Lender over from the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (effect, other than pursuant to an Event of Default of the type described in Section 9.1(f) hereof) or 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 assignment permitted under Section 8.33.14 or 11.3(b) or any reduction of the Commitment by the Borrowers pursuant to Section 2.1(f); (e) release either Borrower from its obligations, release the Borrower or all or substantially all of the other Guarantors from their obligations, under the Credit Parties Documents, or release any of the Contributors from its or their obligations under the Credit Documents,Contributor Guaranty; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.20; (vif) amend, modify or waive any provision of this Section 11.6 or Section 3.63.3(b), 3.4(a), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.145.1, 9.1(a), 11.2, 11.3, 11.5 or 11.9,11.10 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiih) consent to the assignment or transfer by the Borrower (or another any Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except as other than any assignment or transfer by a Guarantor permitted thereby; and (b) under this Credit Agreement. Any amendment, change or waiver of any provision of this Credit Agreement or any other Credit Document at a time when a Default or Event of Default is in existence, and that would have the effect of eliminating such Default or Event of Default, shall not be deemed to be effective for the purpose of determining whether the conditions precedent set forth in Section 5.1 have been satisfied unless the Required Lenders shall have consented to such amendment, change or waiver. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender to such amendment, waiver or consent. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent, no provision of Section 10 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, 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 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, the Required Lenders and the Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees fees hereunder, , (ii) reduce the rate or 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 or waive the principal amount of on any Loan,; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, (i) increase 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (viii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a8.1(a), 11.210.2, 11.310.3, 11.5 10.5 or 11.9, 10.9, (viiiii) reduce or increase any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiiv) 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 except as permitted thereby; andto which it is a party; (bc) no provision of Section 9 may be amended without the consent of the Administrative Agent, no provision ; and (d) designation of Section 10 the Master Account or of any Financial Officer may not be amended. Notwithstanding made without the fact that the written consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, 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 entered into by, or approved in writing by, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) 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 other Credit Parties any Guarantor from its or their obligations under the Credit Documents,; (vif) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a)9.1, 9.2, 11.2, 11.3, 11.5 or 11.9,11.10; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or; (viiih) consent to the assignment or transfer by the Borrower (or another Credit Party) a Guarantor of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted therebyDocuments; and (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended. or 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 LoansLoans 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, the Required Lenders and the Borrower, providedprovided that no such amendment, howeverchange, that: (a) waiver, discharge or termination shall, without the consent of each Lender affected thereby, no such amendment mayLender: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof,; (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees fees hereunder,; (iii) reduce or waive the principal amount of on any Loan, (iv) , or increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender),; (viv) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4, release the Borrower all or substantially all of (A) the other Credit Parties Guarantors from its the guaranty obligations hereunder or their obligations under (B) the Credit Documents,Collateral; (viv) 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,; (viivi) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, ;" or (viiivii) consent to the assignment or transfer by the Borrower (or another Credit Partyany Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) to which it is a party. No provision of Section 2.2 may be amended without the consent of the Administrative Agent, Issuing Lender and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 entered into by, or approved in writing by, the Required Lenders Banks and the BorrowerBorrower Representative, provided, however, that: (a) without the consent of each Lender Bank affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, or any portion thereof, or extend or waive any principal amortization payment the final maturity of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any Loan, or 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, (iv) increase the Commitment of a Lender Bank over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any LenderBank), (v) release the Borrowers or, except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary member of the Consolidated Group permitted under Section 8.38.4, release the Borrower any Material Guarantor or all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required LendersBanks, or (viii) consent to the assignment or transfer by the Borrower (Borrowers, any Material Guarantor or another Credit Party) 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; andor (ix) subordinate any of the Obligations to any other Indebtedness of the Parent or its Subsidiaries. (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; and (c) without the consent of the Issuing Bank, no provision of Section 2.1(b), 2.2(a)(ii) or 2.6 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, 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. Notwithstanding anything to the contrary herein, no Defaulting Bank 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 Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.

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, the Required Lenders and the Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees fees hereunder, , (ii) reduce the rate or 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 or waive the principal amount of on any Loan,; (ivb) 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 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (viii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a8.1(a), 11.210.2, 11.310.3, 11.5 10.5 or 11.9, 10.9, (viiiii) reduce or increase any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiiv) 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 except as permitted thereby; andto which it is a party; (bc) no provision of Section 2.3 may be amended without the consent of the Administrative Agent, Swingline Lender and no provision of Section 10 9 may be amended. Notwithstanding the fact that amended without the consent of all the Lenders is required in certain circumstances as set forth above, Agent; and (xd) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) designation of the Bankruptcy Code supersedes Master Account or of any Financial Officer may not be made without the unanimous written consent provisions set forth herein and (y) of at least two Financial Officers of 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 entered into by, or approved in writing by, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that:discharge or termination shall without the consent of each Lender affected thereby, (a) without the consent of each Lender affected thereby, no such amendment may:, (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereofMaturity Date, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Dissolution permitted by Section 8.5, release all or substantially all of the Collateral securing the Credit Party Obligations hereunder, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit DocumentsDocuments (provided that the Agent may, without consent from any other Lender, release any Guarantor that is sold or transferred in conformance with Section 8.5), (vivii) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b)(i), 3.4(b)(ii), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 11.3 or 11.911.5, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, Lenders or (viiiix) consent to the assignment or transfer by the Borrower (or another substantially all of the other Credit PartyParties) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of the second paragraph of Section 2.1(c), Section 3.4(c) or Section 10 may be amended; (c) without the consent of the Issuing Lender, no provision of Section 2.2 or Section 3.4(b)(iii) 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 LoansLoans 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, the Required Lenders and the Borrower, Company; provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment mayneither this Credit Agreement nor any other Credit Document may be amended to: (i) extend the Termination Date or the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 member of the Consolidated Group permitted under Section 8.38.5, release the Borrower Company or all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the Borrower (Company or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; (c) without the consent of the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) and 2.6 may be amended; and (d) without the consent of the Swingline Lender, no provision of Section 2.1(c), 2.2(a)(iii) and 2.7 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, 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 (i) no such amendment, change, waiver, discharge or termination is in writing entered into byshall, or approved in writing by, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:; (iA) extend or waive the final maturity of any Loan, Loan or extend or waive any principal amortization the time of payment of any Loanreimbursement obligation, or any portion thereof,, arising from drawings under Letters of Credit, or extend, waive, reduce or forgive any Principal Amortization Payment, or any portion thereof; 133 (iiB) 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 fees hereunder,; (iiiC) reduce or waive the principal amount of any Loan,Loan or any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (ivD) 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (vE) except as release all or substantially all of the result of or in connection with a dissolutionCollateral securing the Credit Obligations hereunder (provided that the -------- Collateral Agent may, merger or disposition of a Subsidiary permitted under Section 8.3without 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 the Parent or the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents,Documents (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); ------------ (viG) amend, modify or waive any provision of this Section 11.6 ------- 10.06 or Section 3.63.04, 3.73.06, 3.83.07, 3.93.08, 3.09, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a----- ------------ ---- ---- ---- ---- ---- ---- ---- ---- 8.01(a), 11.28.03, 11.310.02, 11.5 10.03, 10.05 or 11.9,10.09; ------- ---- ----- ----- ----- ----- (viiH) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or; (viiiI) consent to the assignment or transfer by the Parent or the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents Documents, except as permitted thereby; andor (bJ) 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), (iii), (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 Loans and Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Tranche B Term Loans; or 134 (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 Tranche A Term Loans differently from those of the Lenders holding Tranche B 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 and Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Tranche B Term Loans; (iii) no provision of Article IX may be amended without the ---------- consent of the Administrative Agent, no provision of Section 10 2.02 or ------------ 3.04(b)(ii) may be amendedamended without the consent of each Issuing Lender and ----------- no provision of Section 2.05 may be amended without the consent of the ------------ Swingline Lender; and (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 Lenders 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. 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. Furthermore, no election by and Lender holding a Tranche B Term Loan to decline a mandatory prepayment as provided in Section 3.03(b)(vi) shall require the ------------------- consent of any other Person. 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 LoansLoans 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 Parent 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(c)) 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. 135 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 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, and signed by the Required Lenders and the BorrowerLenders; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall, without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as consent to the result transfer by the Borrower of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower from its obligations, or consent to the transfer by any Guarantor of or release all or substantially all of the other Credit Parties Guarantors from its or their obligations obligations, under the Credit Documents,; (vif) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.145.2, 9.1(a), 11.2, 11.3, 11.3 or 11.5 or 11.9,amend or modify the definition of Borrowing Base, Borrowing Base Property, Development Property or Income Property; or (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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 of the other Credit Document Documents, 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, the Required Lenders and the Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees fees hereunder, , (ii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or any portion thereof, or (iii) reduce or waive the principal amount of on any Loan,; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected thereby, (i) increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) 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 all or substantially all of the other Credit Parties Collateral, (iii) release all or substantially all of the Guarantors from its or their obligations under the Credit Documents, Guaranty Obligations hereunder (viiv) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.83.5, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or 11.9, , (viiv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiivi) 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 except as permitted therebyto which it is a party; and (bc) without the consent of the Administrative Agent, and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that: provided that (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected therebyLender, no such amendment may: (i) extend the scheduled maturities (including the final maturity of and any Loan, mandatory prepayments but in no event including any amendment or extend or waive any principal amortization payment waiver to Section 3.3(c)) of any Loan, or any portion thereof, (ii) , 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 or Fees hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, (iv) thereof, or increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) except as the result of or expressly permitted in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, , release (viA) any Collateral or (B) any Guarantor from its guaranty obligations hereunder, (iii) 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, 5.1, 5.2, 5.3, 9.1(a), 11.2, 11.3, 11.5 or 11.9, , (viiiv) reduce any percentage specified in, or otherwise modify, the definition of "Available Foreign Currency", "Foreign Currency Equivalent", "Determination Date", "Dollar Amount", "Dollar Equivalent" or "Required Lenders, or " or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit PartyGuarantor) of any of its rights and obligations under (or in respect of) the this Credit Documents except as permitted thereby; and Agreement and (b) no such amendment, change, waiver, discharge or termination shall, without the consent of Lenders holding in the aggregate at least 51% of the outstanding Tranche A Term Loan and at least 51% of the outstanding Tranche B Term Loan, extend the time for or the amount or the manner of application of proceeds (including without limitation pursuant to Section 3.3(d)) of any mandatory prepayment required by Section 3.3(c)(i) or (ii). No provision of Section 2.2 may be amended without the consent of the Administrative AgentIssuing Lender, and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected therebythereby (other than Defaulting Lenders), no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) 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 Margin” 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 fees hereunder, , (ii) reduce the rate or extend the time of payment of any fees owing hereunder, (iii) except as otherwise permitted under Section 3.4(d), extend (A) the Commitment of any Lender, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce or waive the principal amount on any Loan or, except as otherwise permitted under Section 3.4(d), extend the time of any Loan,payment thereof; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby (other than Defaulting Lenders), (i) except as otherwise permitted under Section 3.4(b), increase the Commitment of a any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (viii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a3.14 or Section 3.15(b), 11.2, 11.3, 11.5 or 11.9, (viiiii) reduce or increase any percentage specified in, or otherwise modify, the definition of “Required Lenders, or ,” or (viiiiv) 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 except as permitted thereby; andto which it is a party; (bc) no provision of Section 9 may be amended without the consent of the Administrative Agent, no provision such consent in each case not to be unreasonably withheld; and (d) designation of Section 10 the Master Account or of any Financial Officer may not be made without the written consent of at least two Financial Officers of the Borrower. Notwithstanding anything to the contrary herein, (i) the Administrative Agent’s Fee Letter may be amended. Notwithstanding , or rights or privileges thereunder waived, in a writing executed only by the fact that parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders is required in certain circumstances as set forth aboveother than Defaulting Lenders), except that (x) each the Commitment of any Defaulting Lender is entitled to vote as may not be increased or extended without the consent of such Defaulting Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) any waiver, amendment or modification requiring the Required consent of all Lenders may or each affected Lender 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 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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend the Termination Date, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or Fees hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) release the Borrower or, except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary member of the Consolidated Group permitted under Section 8.38.4, release the Borrower any Material Subsidiary or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the Borrower (Borrower, any Material Subsidiary or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; and (c) without the consent of the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) or 2.6 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, 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, the Required Lenders and (except in the case of a waiver granted by the Required Lenders) the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) except (A) as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.3 or (B) in connection with the release of Guarantors pursuant to the terms of Section 4.8, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any of the other Credit Documents may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest 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 hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.38.4 of the Incorporated Covenants, 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(b) of the Incorporated Covenants, release all or substantially all of the collateral, (vii) except as a result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4 of the Incorporated Covenants, release the Borrower or all or substantially all of the Guarantors from their obligations under the Credit Agreement, (viii) amend, modify or waive any provision of this Section 11.6 9.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a7.1(a), 11.29.2, 11.39.3, 11.5 9.5 or 11.99.9, (viiix) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiix) 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 except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 8 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, 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 Subject to Section 11.16(b), 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity Maturity Date (other than with the consent of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof,the Extension Required Lenders pursuant to Section 2.5); (iib) reduce the rate or extend the time of payment of interest thereon or fees hereunder (other than as it being understood and agreed that a result waiver of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder,rates shall not constitute a reduction in the rate of interest for purposes of this clause (b)); (iiic) reduce or waive the principal amount of any Loan,; (ivd) increase the or extend any 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of or in connection with a dissolution, merger or other disposition of a Subsidiary Credit Party permitted under Section 8.38.4, (i) release the Borrower from its obligations under the Credit Documents or substantially all of the (ii) release any Credit Party that individually or, together with any other Credit Parties Party previously released or to be released simultaneously therewith, cumulatively accounts for more than 5% of Tangible Net Worth from its or their obligations under the Credit Documents,; (vif) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.145.2, 9.1(a), 11.2, 11.3, 11.5 11.3 or 11.9,11.5; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, Lenders set forth in Section 1.1; or (viiih) consent to the assignment or transfer by a Borrower or all or substantially all of the Borrower (or another other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) . Notwithstanding the above, no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent, no . No provision of Section 10 2.2 affecting the Swingline Loans may be amendedamended without the consent of Bank of America. 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, 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any of the other Credit Documents may be amended to (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest thereon or Fees hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon rates or Fees hereunderafter the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis), (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change an increase 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 8.38.3 of the Incorporated Covenants, release the Borrower or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with a Divestiture permitted under Section 8.3(b) of the Incorporated Covenants, release all or substantially all of the collateral, (vii) amend, modify or waive any provision of this Section 11.6 9.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a3.15, 7.1(a), 11.29.2, 11.39.3, 11.5 9.5 or 11.99.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) 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 except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 8 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, 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment mayneither this Credit Agreement nor any other Credit Document may be amended to: (i) extend the Termination Date or the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 member of the Consolidated Group permitted under Section 8.38.4, release the Borrower or all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with an Asset Disposition permitted under Section 8.5, 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent and the Collateral Agent, no provision of Section 10 may be amended; (c) without the consent of the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) and 2.6 may be amended; and (d) without the consent of the Swingline Lender, no provision of Section 2.1(c), 2.2(a)(iii) and 2.7 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, 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, and signed by the Required Lenders and the BorrowerLenders; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the scheduled maturities (including the final maturity maturity) of any Loan, Loan or extend or waive any principal amortization payment Principal Amortization Payment of any Loan, Loan or any portion thereof,; 106 (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; provided that the Tranche B Term Loan Committed Amount may be increased in accordance with Section 2.4. (ve) except as release all or substantially all of the result of 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 connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5); (f) release the Borrower from its obligations or release all or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.6, 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, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) 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 except as permitted thereby; and (bDocuments. Any amendment to Section 3.3(b) without or any of the defined terms contained in such Section 3.3(b) shall be effective upon the written consent of the Administrative Agent, no provision Required Lenders. No amendment or change that affects the allocation of Section 10 may payments between the Tranche A Term Loans and Tranche B Loans shall be amendedeffective unless Lenders holding in the aggregate at least 51% of the outstanding Tranche A Terms Loans and at least 51% of the Tranche B Term Loans shall consent to such amendment or change in allocation of payments. 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 LoansLoans 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.. 107

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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) 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 hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Disposition permitted by Section 8.5 or otherwise expressly permitted under the Collateral Documents, release any Collateral having a book value exceeding $1,500,000, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary member of the Consolidated Group permitted under Section 8.38.4, release the Borrower Borrower, Xxxxxxxx'x or substantially all of the any other Credit Parties Party from its or their obligations under the Credit Documents, (vivii) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (Borrower, Xxxxxxxx'x or another any other Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended. ; and (c) without the consent of the Issuing Lender, no provision of Sections 2.2(a)(ii) or 2.6 may be amended; and (d) the advance rate percentages against Eligible Receivables and Eligible Inventory comprising the Borrowing Base may be adjusted downward by the Administrative Agent in its good faith discretion (and thereafter readjusted upward by the Administrative Agent in its good faith discretion to rates not in excess of the original advance rates) without the prior consent of, or notice to, the Credit Parties or the other 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, 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, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the written consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Term Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b) or (c)); (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Term Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of release either Borrower from its obligations, or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower all or substantially all of the other Credit Parties Guarantors from its or their obligations obligations, under the Credit Documents,; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.19; (vif) 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 11.9,11.10; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiih) consent to the assignment or transfer by the either Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents. If any amendment, waiver or consent with respect to the Credit Documents except as permitted thereby; and (b) has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender to such amendment, waiver or consent. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent, no provision of Section 10 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 Term 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 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 Required Credit Parties party thereto and the Requisite Lenders and acknowledged by the BorrowerAdministrative Agent, provided, however, that: (a) without the written consent of each Lender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to: (i) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral, (ii) 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 or the Parent from its or their obligations under the Credit Documents or all or substantially all of the value of the Guaranty, (iii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or (iv) waive any condition set forth in Section 5.1(a) – (h). (b) without the written consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to (i) extend the final maturity of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive (A) any principal amortization payment Principal Amortization Payment of any Term Loan, or any portion thereofthereof or (B) any principal payment of any Incremental Term Loan due pursuant to any Incremental Term Loan Agreement, (ii) 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 hereunderany portion thereof, arising from drawings under Letters of Credit or of any Fees, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender)) or extend the expiration or termination date of the Commitment of a Lender, (v) 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 other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; andor (bvi) amend or waive Sections 3.13, 3.14 and 3.15; (c) 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 may be amended, changed, waived, discharged or terminated; (d) without the written consent of the Issuing Lender(s), no provision of Section 2.2 may be amended, changed, waived, discharged or terminated; (e) without the written consent of the Swingline Lender, no provision of Section 2.3 may be amended, changed, waived, discharged or terminated; and (f) 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 (and it is hereby agreed that, notwithstanding anything to the contrary contained herein, solely with the consent of such Revolving Lenders (but without the consent of the Requisite Lenders or any other Lender), any such agreement may waive, amend or modify any condition precedent set forth in Section 5.2 hereof as it pertains to any Revolving Loan)); (ii) amend or waive any mandatory prepayment on the Revolving Loans under Section 3.3(b) or the manner of application thereof to the Revolving Loans under Section 3.3(b)(v); or (iii) 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, 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 entered into by, or approved in writing by, the Required Lenders and the BorrowerCredit Parties, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower all or substantially all of the other Credit Parties Collateral; (vi) release the Borrower or the Guarantor from its or their obligations under the Credit Documents, (vivii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a3.15, 8.1(a), 11.210.2, 11.310.3, 11.5 10.5 or 11.910.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another Credit Party) the Guarantor of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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, the Required Lenders and the Borrower, provided, however, that: (a) without the written consent of each Lender affected thereby, no such amendment mayamendment, waiver or consent shall: (i) extend the Revolving Commitment Termination Date or the final maturity of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment of any Loan, the Tranche A Term Loan or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Disposition permitted by Section 8.5, release all or substantially all of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary member of the Consolidated Group permitted under Sections 8.4 or 8.5 or the designation of a Subsidiary as an Exempt Subsidiary pursuant to Section 8.37.12, release the Borrower or substantially all of the other Credit Parties any Guarantor from its or their obligations under the Credit Documents, (vivii) 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, 3.15 or 9.1(a), 11.2, 11.3, 11.5 or 11.9,; (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or change any provision requiring the consent of all Lenders or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative AgentRevolving Lenders holding more than 50% of the Revolving Commitments, no provision 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 (iv), inclusive, of Section 10 3.3(b) or the application provisions of Section 3.3(c); (c) 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 (iv), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c); (d) no amendment, modification, supplement or waiver may be made to any condition precedent to any extension of credit under the Revolving Commitments set forth in Section 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 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 Section 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; and, provided further, that (i) no 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 the Issuing Lender under this Credit Agreement or any Issuer Document 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 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; and (iv) the Administrative Agent Fee Letter may be amended, or 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 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, 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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:, (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization the time of payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or any portion thereof, or waive application of any mandatory prepayment, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest 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 hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or, (viii) 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 except as permitted thereby; and, or (ix) except as expressly provided in the Credit Documents, release all or substantially all of the collateral securing the Obligations hereunder, or all or substantially all of the Guarantors from their guaranty obligations hereunder; (b) without the consent of the Administrative Agent, no provision of Section 10 may be 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, 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 provided under Sections 9.7(b) and 9.7(c), 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 entered into by, or approved in writing by, and signed by the Required Lenders and the Borrower, provided, however, that:Borrowers. (ab) Notwithstanding the provisions of Section 9.7(a), no amendment, change, waiver, discharge, or termination of this Agreement or any other Loan Document shall, without the consent of each Lender affected thereby, no such amendment mayall of the Lenders: (i) extend or renew the final maturity of Termination Date (including, without limitation, any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof,extension pursuant to Section 2.1 (d) hereof); (ii) reduce the rate of interest or extend or postpone the time of for the payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon interest, principal, or Fees hereunder,; (iii) subject to Section 2.1(c), increase or reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect Lender; (it being understood and agreed that a waiver of A) release any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(fBorrowers from any of its obligations under the Loan Documents, or (B) hereof) or mandatory reduction in release any of the Commitments shall not constitute a change in the terms of any Commitment of any Lender),Collateral; (v) 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 other Credit Parties from its or their obligations under the Credit Documents, (vi) amend, modify or waive any provision of (A) the provisions 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(a9.7(b), 11.2, 11.3, 11.5 or 11.9,(B) the Financial Covenants; (viivi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiivii) consent to the assignment or transfer by any of the Borrower (or another Credit Party) Borrowers of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; andLoan Documents. (bc) without the consent of the Administrative Agent, no provision of Section 10 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, and each Lender acknowledges that the provisions of Section 1126(c) 9.7(a), no amendment, change, or waiver of or to any provision of Section 8 may be made without the written consent 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 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 entered into by, or approved in writing by, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that: discharge or termination shall (a) without the consent of each Lender affected thereby, no such amendment may: (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment Principal Amortization Payment of any Loan, Loan or any portion thereof, , (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, , (iii) reduce or waive the principal amount of any Loan, , (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), , (v) except as release all or substantially all of the result of Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in connection conformance with a dissolutionSection 8.5), merger or disposition of a Subsidiary permitted under Section 8.3, (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, , (vivii) 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, 3.15, 9.1(a), 11.2, 11.311.3 or 11.5, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or or (viiiix) 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 except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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 discharged, or terminated unless such amendment, change, waiver, discharge discharge, or termination is in writing entered into by, or approved in writing by, the Required Lenders and the BorrowerBorrowers, provided, however, that: (a) except as specifically provided in clause (iv) following, without the consent of each Lender affected therebyLender, no such amendment may:neither this Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the aggregate amount of the Commitments (including the Revolving Loan Commitments and the LOC Committed Amount) or, with the consent of only the Lender affected thereby, 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Disposition permitted by Section 7.5 or as otherwise expressly permitted under Section 9.11 or the Collateral Documents, release or subordinate any Collateral, (vi) except as the result of or in connection with a dissolution, merger merger, or disposition of a Subsidiary member of the Consolidated Group permitted under Section 8.37.4, release the Borrower or substantially all of the other any Credit Parties Party from its or their obligations under the Credit Documents, (vivii) amend, modify modify, or waive any provision of this Section 11.6 10.6 or Section 3.6, 3.7, 3.8, 3.6 through Section 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(aSection 3.10(b), 11.2Section 8.1(a), 11.3Section 10.2, 11.5 Section 10.3, Section 10.5, or 11.9Section 10.9, (viiviii) reduce any percentage specified inin or otherwise change any percentage of the Commitments which is required for the Lenders to take any action under this Agreement, or otherwise modify, the definition of Required Lenders, (ix) amend the definition of (A) Eligible Installment Contracts, Eligible Inventory, or Reserves if the effect of any or all of such amendments would increase the determination of the Borrowing Base by more than five percent (5.0%) or (B) Borrowing Base or Receivables Advance Rate, or (viiix) consent to the assignment or transfer by the any Borrower (or another any other Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Article 9 may be amended; and (c) without the consent of the Issuing Lender, no provision of Section 10 2.2(a)(ii) or Section 2.6 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth aboveprovided in clause (a) preceding, (xy) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (yz) 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of the Required Lenders and each other Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) except as release all or substantially all of the result of 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 connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5), (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (of all or another substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; (c) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended; and without the consent of the Swingline Lender, no provision of Section 2.3 may be amended; and (d) with the consent of the Borrower and either the Required Term Lenders or the Required Revolving Lenders, increase the rate of interest applicable to the Loans (such increase to be in an equal amount for the Term Loans and the Revolving Loans). 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, 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 departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrowers 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 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may: following: (i) extend increase any of the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, Commitments; (ii) reduce the rate or extend the time of payment of interest (other than as a result on or fees payable with respect to any Loan or Lender Letter of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, Credit; (iii) reduce 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 principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default definition of the type described in Section 9.1(fterm "Requisite Lenders"; (v) hereofamend or waive this subsection 9.4; (vi) amend the definition of the term "Borrowing -------------- Base" or mandatory reduction in any of the Commitments shall not constitute associated defined terms used therein; (vii) amend the definition of the term "Available Currency" if the effect of such amendment is to include a change in new currency therein; (viii) amend or waive the definition of "Maximum Swingline Loan Amount" or the provisions of subsection 2.1(D) relating ---------- ----------------- to the terms of any Commitment of any Lender), the Swingline Loan; or (vix) 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 other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, and each Lender acknowledges that amend 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.subsection ----------

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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: discharge or termination shall (a) ), without the consent of each Lender affected thereby, no such amendment may:, (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment Principal Amortization Payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) except as release all or substantially all of the result of 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 116 Party in connection conformance with a dissolution, merger Section 8.5 or disposition of a Subsidiary permitted under released in conformance with Section 8.3, 11.18), (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit DocumentsDocuments (provided that the Collateral Agent may, without consent from any other Lender, release any Guarantor that is sold or transferred in conformance with Section 8.5), (vivii) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 9.1(a), 11.2, 11.3, 11.5 11.3 or 11.911.5, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, Lenders or (viiiix) consent to the assignment or transfer by the Borrower (or another substantially all of the other Credit PartyParties) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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, and signed by the Required Lenders and the BorrowerBorrowers and acknowledged by the Administrative Agent; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the written consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)) or permit the expiration date of any Letter of Credit to be after the Revolving Loan Maturity Date (except as provided in Section 2.3(a)); (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) increase change the Commitment of a Lender over from the amount thereof in effect 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of release either Borrower from its obligations, or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower all or substantially all of the other Credit Parties Guarantors from its or their 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; (vif) 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, or 9.1(a), 11.2or any provision of any Credit Document which, 11.3by its express terms, 11.5 requires the consent, approval, agreement or 11.9,satisfaction of all of the Lenders; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiih) consent to the assignment or transfer by the Borrower (or another any Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. 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) 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 a Swing Lender or an Issuing Lender may be amended or modified without the consent of each Swing Lender or each Issuing Lender, as permitted thereby; and (b) applicable. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Revolving Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no provision of Section 10 may other consent by any Lender not electing to increase its Commitment shall be amendedrequired 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 bankruptcy reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any of the other Credit Document Documents, 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, the Required Lenders and the Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, , (ii) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or (iii) reduce or waive the principal amount on any Loan or of any Loan,reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected thereby, (i) increase the Commitment 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) 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 all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, Guaranty Obligations hereunder (viiii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.83.5, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or 11.9, , (viiiv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiv) 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 except as permitted thereby; andto which it is a party; (bc) without the consent of the Administrative Agent, no provision of Section 10 may be amended. Notwithstanding the fact that amended without the consent of all the Lenders is required in certain circumstances as set forth aboveAgent; and (d) without the consent of the Issuing Lender, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions no provision of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders 2.2 may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingbe amended.

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, the Required Lenders and the Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees the Commitment Fee or the Letter of Credit Fee hereunder, , (ii) extend (A) the Commitments of the Lenders, (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,; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected thereby, (i) increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) except as the result of or in connection with a release of collateral as provided in Section 3.16 or with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4, release the Borrower all or substantially all of the other Credit Parties collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from its or their the guaranty obligations under the Credit Documents, hereunder, (viiii) 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, 3.143.16, Section 4, 9.1(a), 11.2, 11.3, 11.5 or 11.9, , (viiiv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit Partyany Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted therebyto which it is a party; and (bc) no provision of Section 2.2 may be amended without the consent of the Issuing Lender and no provision of Section 10 may be amended without the consent of the Administrative Agent, no provision of Section 10 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, 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 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, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that:discharge or termination shall (a) without the consent of each Lender affected thereby, no such amendment may: (i) extend the date of any Principal Amortization Payment or extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) except as release all or substantially all of the result of Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5), (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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, 3.15, 9.1(a), 11.29.1(f), 11.3, 11.5 11.2 or 11.911.5, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) 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 except as permitted thereby; and. (b) without Without the consent of the Administrative Agent, no provision of Section 10 may be amended. . (c) Without the consent of the Issuing Lender, no provision of Section 2.2 may be amended. (d) Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Indenture) shall reside solely with the Agent, and the Agent shall deliver such Payment Blockage Notice only upon the direction of the Required Lenders. (e) 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, 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 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, the Required Lenders and the BorrowerLenders, providedprovided that no such amendment, howeverchange, that: (a) waiver, discharge or termination shall, without the consent of each Lender affected therebyLender, no such amendment may: (i) extend the scheduled maturities (including the final maturity of and any Loan, or extend or waive any principal amortization payment mandatory prepayments) of any Loan, or any portion thereof, (ii) , 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 or Fees hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, (iv) thereof, or increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) release any Guarantor from its guaranty obligations hereunder (except as the result of or expressly provided in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, ), (viiii) 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, 3.145.1, 5.2, 9.1(a), 11.2, 11.3, 11.5 or 11.9, , (viiiv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or Lenders or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit PartyGuarantor) of any of its rights and obligations under (or in respect of) the this Credit Documents except as permitted thereby; and (b) Agreement. No provision of Section 2.2 may be amended without the consent of the Administrative AgentIssuing Lender, and no provision of Section 10 9 may be amended. Notwithstanding the fact that amended without 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, 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 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 Loan Documents to be amendedbinding on the Lenders and the members of the Consolidated Shorewood Group, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is must be in writing entered into by, or approved in writing by, and signed by the Required Lenders and the BorrowerLenders; provided that to be binding no such amendment, providedchange, howeverwaiver, thatdischarge or termination shall: (a) extend the Revolving Loans Maturity Date or the Term Loans Maturity Date without the consent of each all the Lenders, or postpone or extend the time for any payment or prepayment of principal to any Lender affected thereby, no without the consent of such amendment may:Lender; (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (iib) 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,extend the time of payment of interest on any Loan made by or any fees hereunder for the account of any Lender without the consent of such Lender; (iiic) reduce or waive the principal amount of any Loan,Loan made by any Lender without the consent of such Lender; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change an increase in the terms of any Commitment of any Lender),; (ve) except as otherwise permitted in this Agreement or the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3Stock Pledge Agreements, release the a Borrower or substantially all of the other Credit Parties Guarantors from its or their respective obligations under the Credit Documents,Loan Documents or release all or substantially all of the collateral pledged under the Stock Pledge Agreements without the consent of all the Lenders; provided that the Lenders agree that the Administrative Agent may release the shares of a Guarantor which is dissolved in accordance with Section 8.4(c); (vif) amend, modify or waive any provision of this Section 11.6 or Section 3.6Sections 4.4(b), 3.74.6, 3.84.7, 3.94.8, 3.104.9, 3.114.10, 3.124.11, 3.134.12, 3.144.13, 4.14, 9.1(a), 11.2, 11.3, 11.3 or 11.5 or 11.9,without the consent of all the Lenders; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders without the consent of all the Lenders, ; or (viiih) consent to the assignment or transfer by the a Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 may be amendedLoan 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 bankruptcy reorganization plan that affects the LoansLoans 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 member of the Consolidated Shorewood Group 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, the Required Lenders and the Borrower, provided, however, that: (ai) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (ia) extend the final maturity of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment Principal Amortization Payment of any Loan, or any portion thereof, (iib) 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, (iiic) 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, (ivd) 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (ve) except as the result of or in connection with an Asset Disposition permitted by Section 8.5, release all or substantially all of the Collateral, (f) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary Consolidated Party permitted under Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vig) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 11.5, 11.9 or 11.911.16, (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (bii) without the consent of Lenders holding in the aggregate more than 50% of the outstanding Tranche A Term Loans and more than 50% of the outstanding Tranche B Term Loans, extend the time for or the amount or the manner of application of proceeds of (A) any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv) or (v) hereof or (B) any payment by, or on behalf of, the Sponsor to purchase a participation interest in the Credit Party Obligations pursuant to Section 2.1(c) or Section 2.2(c) of the Investment and Deposit Agreement; (iii) without the consent of the Administrative Agent, no provision of Section 10 may be amended. Notwithstanding the fact that ; (iv) without the consent of all the Lenders is required in certain circumstances as Issuing Lender, no provi- sion of Section 2.2 may be amended; (v) without the consent of the Swingline Lender, no provi- sion of Section 2.3 may be amended; (vi) the Tranche C Lender shall be the only Lender entitled to effectuate, with the Borrower, any amendment, change, waiver, discharge or termination of any of the following: (A) Section 2.6, Section 2.7 or Section 3.3(b)(i)(B) or (B) any of the definitions of "Tranche C Commitment", "Tranche C Committed Amount", "Tranche C Default", "Tranche C Event of Default", "Tranche C Guaranty", "Tranche C LOC Obligations", "Tranche C Obligations", "Tranche C Lender", "Tranche C Letters of Credit", "Tranche C Lender" and "Tranche C Loan" set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of in 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.1.1; and

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, signed by the Required Lenders and the BorrowerLenders; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall, without the consent of each Lender affected therebyLender, no such amendment may: (ia) extend the scheduled maturities (including the final maturity of maturity) or any Loan, or extend or waive any principal amortization payment Principal Amortization Payments of any Loan, or any portion thereof, (ii) , 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 or Fees hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, thereof, or (ivother than as contemplated pursuant to Section 9.1(f) hereof) increase the Commitment Commitments of a the Lenders or any individual Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vb) except as release all or substantially all of the result of or in connection with a dissolutionCollateral securing the Credit Party Obligations hereunder, merger or disposition of a Subsidiary permitted under Section 8.3, (c) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, , (vid) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.104.1, 3.114.2, 3.124.3, 3.134.4, 3.144.5, 9.1(a4.6, 6.2, 10.1(a), 11.212.2, 11.312.3 or 12.5 hereof, 11.5 or 11.9, (viie) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or or (viiif) consent to allow 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 except as permitted thereby; and by Section 9.4 hereof. No amendment, change, waiver, discharge or termination shall, without the consent of Lenders holding in the aggregate at least 51% of the outstanding Tranche A Term Loans, extend the time for, or the amount or the manner of application of proceeds of, any mandatory prepayment required by Section 3.2(b)(ii), (biii) or (iv). No provision of Section 11 may be amended without the consent of the Administrative Agent, no provision of Section 10 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, 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, the Required Lenders and the Borrower; provided that no such amendment, provided-------- change, howeverwaiver, that: (a) discharge or termination shall, without the consent of each Lender affected therebyLender, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) , 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 or Fees hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, (iv) thereof, or increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments Revolving Committed Amount shall not constitute an extension of the maturity of any Loan, or any portion thereof, or a change in the terms of any Commitment of any Lender), , (vii) except as contemplated by Section 11.16, including as the result of or in connection with a dissolution, merger or disposition of a Consolidated Subsidiary permitted under by Section 8.38.3(a), Section 8.3(b) or Section 8.3(c), release or subordinate the Borrower Lien of the Agent in all or substantially all of the other Credit Parties Collateral or release all or substantially all of the Guarantors from its or their the guaranty obligations under the Credit Documents, hereunder, (viiii) 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, 3.145.1, 5.2, 9.1(a), 9.1(f), 11.2, 11.3, 11.5 or 11.9, , (viiiv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or " or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit Partyany Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted therebyto which it is a party; and provided, further, that, upon the -------- ------- occurrence and during the continuance of an Event of Default, the Required Lenders may (bwith notice to, but without the consent of, the Borrower) amend the order in which payments are allocated pursuant to Section 3.14(ii)(b) FIRST through SIXTH. No provision of Section 2.2 may be amended without the consent of the Administrative AgentIssuing Lender, no provision of Section 2.3 may be amended without the consent of the Swingline Lender and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 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 entered into by, or approved in writing by, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that:discharge or termination shall (a) without the consent of each Lender affected thereby, no such amendment may: (i) extend the final maturity of any Loan, Tranche A Supplemental Term Loan or extend or waive any principal amortization payment of any Tranche B Term Loan, or any portion thereof, , (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, , (iii) reduce or waive the principal amount of any Tranche A Supplemental Term Loan or Tranche B Term Loan, , (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), , (v) except as release all or substantially all of the result of Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in connection conformance with a dissolutionSection 8.5), merger or disposition of a Subsidiary permitted under Section 8.3, (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, , (vivii) 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, 3.15, 9.1(a), 11.2, 11.311.3 or 11.5, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or or (viiiix) 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 except as permitted thereby; and and (b) without the consent of Lenders holding in the Administrative Agentaggregate more than 50% of the Tranche A Supplemental Term Loans and more than 50% of the outstanding Tranche B Term Loans, no extend the time for or the amount or the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv), (v) or (vi) hereof. No provision of Section 10 11 may be amended. amended without the consent of the Agent. (c) Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Indenture) shall reside solely with the Agent, and the Agent shall deliver such Payment Blockage Notice only upon the direction of the Required Lenders. (d) 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 Tranche A Supplemental Term 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 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, and signed by the Required Lenders and the Borrower; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity Maturity Date or the time of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof,reimbursement obligation arising from drawings under Letters of Credit; (iib) 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 hereunder,; (iiic) 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; (ivd) increase the or extend any 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as release all or substantially all of the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, Collateral securing the Credit Party Obligations hereunder; (f) release the Borrower from its obligations or release all or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.611.6, Sections 3.4(a), 3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a9.2(a), 11.2, 11.3, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) 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 except as permitted thereby; and Documents. Notwithstanding the above, (bi) no provisions of Section 10 may be amended or modified without the consent of the Administrative AgentAgents, (ii) no provision of Sections 2.2 or 3.4(c) may be amended or modified without the consent of the Issuing Lender or (iii) no provision of Section 10 2.4 may be amendedamended without the consent of the Swingline 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 bankruptcy reorganization plan that affects the LoansLoans 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 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, Loan or the time of payment of any reimbursement obligation or any portion thereof arising from drawings under Letters of Credit or extend or waive any principal scheduled amortization payment of any Loan, Loan or any portion thereof,; (iib) reduce the rate rate, waive 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 hereunder,; (iiic) 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; (ivd) increase the Commitment 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) 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 all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the 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 or any other Credit Parties Party from its or their obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 4, 5, 9.1(a), 9.2, 9.3, 10, 11.2, 11.3, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or; (viiii) 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 except as permitted thereby; andDocuments; (bj) no provision of Section 2.2 may be amended without the consent of the Administrative Agent, Issuing Lender and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 member of the Consolidated Group permitted under Section 8.38.5, release the Borrower or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with an Asset Disposition expressly permitted hereunder, 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be 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, 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, signed by the Required Lenders and the BorrowerBanks, providedprovided that no such amendment, howeverchange, that: (a) waiver, discharge or termination shall, without the consent of each Lender affected therebyBank, no such amendment may: (i) extend the scheduled maturities (including the final maturity of and any Loan, or extend or waive any principal amortization payment mandatory prepayments) of any Loan, or any portion thereof, (ii) , 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 or Fees hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, (iv) thereof, or increase the Commitment Commitments of a Lender the Banks over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (vBank) except as the result or issue or extend Letters of or Credit in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all contravention of the other Credit Parties provisions of Section 2.07 requiring unanimous consent, (ii) release any Guarantor from its or their guaranty obligations under the Credit Documentshereunder, , (viiii) amend, modify or waive any provision of this Section 11.6 or Section 3.62.13, 3.72.14, 3.82.15, 3.92.16, 3.102.20, 3.11, 3.12, 3.13, 3.14, 9.1(a8.01(a), 11.29.07, 11.3, 11.5 or 11.9, 10.02 and 10.03 (viiiv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or Banks or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit PartyGuarantor) of any of its rights and obligations under (or in respect of) the this Credit Documents except as permitted thereby; and (b) Agreement. No provision of Section 9 may be amended without the consent of the Administrative Agent, no provision of Section 10 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, 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 proceedingAgents.

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, the Required Lenders Banks and the Borrower, provided, however, that: (a) : without the consent of each Lender Bank affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (ia) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iib) 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, (iiic) 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, (ivd) increase the Commitment of a Lender Bank over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any LenderBank), 98 104 (e) release all or substantially all of the Collateral, (vf) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary Consolidated Party permitted under Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vig) 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, (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, orBanks, (viiii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and, (bj) without the consent of the Administrative Agent, no provision of Section 10 may be amended, (k) without the consent of the Issuing Lender, no provision of Section 2.4 may be amended, or (l) without the consent of the Swingline Lender, no provision of Section 2.5 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, and each Lender Bank 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 Banks may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loan, reimbursement obligation; or any portion thereof,, arising from drawings under Letters of Credit; (iib) 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 hereunder,; (iiic) 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; (ivd) increase or extend the Revolving Committed Amount, the LOC Committed Amount or the Commitment of a any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments Revolving Committed Amount or the LOC Committed Amount shall not constitute a change in the 94 100 terms of any the Revolving Committed Amount, the LOC Committed Amount or the Commitment of any Lender),; (ve) except as release all or substantially all of the result of 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 connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5); (f) release the Borrower from its obligations or release all or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(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, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) 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 except as permitted thereby; and (b) Documents. Notwithstanding the above, no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent, and no provision provisions of Section 10 2.2, Section 2.3 or Section 2.4 may be amendedamended 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 bankruptcy reorganization plan that affects the LoansLoans 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as release all or substantially all of the result of 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 connection conformance with a dissolution, merger Section 8.5 or disposition of a Subsidiary permitted under refinanced in accordance with Section 8.3, 7.13); (f) release the Borrower or substantially all any of the other Credit Parties from its or their obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4, 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 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) 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 except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of under Section 10 may be amended8.4. 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, 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, the Required Lenders and the Borrower, provided, however, that: (ai) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (ia) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iib) 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, (iiic) 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, (ivd) 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (ve) except as the result of or in connection with an Asset Disposition permitted by Section 8.5, release all or substantially all of the Collateral, (f) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary Credit Party permitted under Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vig) except 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (bii) without the consent of the Administrative Agent, no provision of Section 10 may be amended; (iii) 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, 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, thatdischarge or termination shall without the consent of all the Lenders: (a) without extend the consent Maturity Date, or postpone or extend the time for any payment or prepayment of each Lender affected thereby, no such amendment may:principal; (b) (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate of interest or the amount of fees or (ii) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) 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 other Credit Parties from its obligations or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; andor release all or substantially all of the Guarantors from their respective obligations under the Credit Documents; (bf) 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), 9.3, 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 provision provisions of Section 10 2.2 may be amendedamended 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 bankruptcy reorganization plan that affects the LoansLoans 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, and signed by the Required Lenders and the BorrowerBorrowers; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the written consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)) or permit the expiration date of any Letter of Credit to be after the Revolving Loan Maturity Date; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) increase change the Commitment of a Lender over from the amount thereof in effect 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of release either Borrower from its obligations, or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower all or substantially all of the other Credit Parties Guarantors from its or their 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; (vif) 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, or 9.1(a), 11.2or any provision of any Credit Document which, 11.3by its express terms, 11.5 requires the consent, approval, agreement or 11.9,satisfaction of all of the Lenders; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiih) consent to the assignment or transfer by the Borrower (or another any Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Sections 2.2 or 2.3 may be amended or modified without the consent of the Swing Lender or Issuing Lender, as permitted thereby; and (b) applicable. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent. Any increase in the Revolving Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no provision of Section 10 may other consent by any Lender not electing to increase its Commitment shall be amendedrequired 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 bankruptcy reorganization plan that affects the LoansLoans 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, the Required Lenders and the Borrower, provided, however, that: : 102 108 (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment Principal Amortization Payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Disposition permitted by Section 8.5, release all or substantially all of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary Consolidated Party permitted under Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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 the Required Lenders and the BorrowerLenders, provided, howeverfurther, that: (a) without the consent of each Lender affected thereby, no such amendment mayneither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to: (i) extend any Commitment or the final maturity of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment Principal Amortization Payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunderof any Fees, (iii) 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, (iv) increase the Revolving Commitment of a Lender over the amount thereof in effect (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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Consolidated Party not prohibited by Section 8.38.4 or Section 8.5, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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 11.911.6, (viiviii) reduce any percentage specified in, or otherwise modify, in the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended, changed, waived, discharged or terminated; (c) without the consent of the Issuing Lender, no provision of Section 2.2 or Section 3.5(b)(iii) may be amended, changed, waived, discharged or terminated in a manner that is adverse to the Issuing Lender; and (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, 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 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, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)); (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of or in connection with release a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all of the other Credit Parties Party from its or their obligations under the Credit Documents,; (vif) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 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, 11.5 11.3 or 11.9,11.5; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiih) consent to the assignment or transfer by the Borrower (or another a Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of under Section 10 may be amended8.4. 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 LoansLoans 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 Subject to Section 11.4, neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged discharged, or terminated unless such amendment, change, waiver, discharge discharge, or termination is in writing entered into by, or approved in writing by, the Required Lenders and the BorrowerBorrowers, provided, however, that: (a) except as specifically provided in clause (iv) following, without the consent of each Lender, neither this Agreement nor any other Credit Document may be amended to (i) increase the aggregate amount of the Commitments (including the Revolving Loan Commitments and the LOC Committed Amount) or, with the consent of only the Lender affected thereby, no such amendment may: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 mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (ii) except as the result of or in connection with an Asset Disposition permitted by Section 8.5 or a sale or other disposition of the type that is expressly excluded from the definition of "Asset Disposition" as otherwise expressly permitted under Section 10.11 or the Collateral Documents, release or subordinate any Collateral, (iii) except as the result of or in connection with a dissolution, merger, or disposition of a member of the Consolidated Group permitted under Section 8.4, release any Credit Party from its obligations under the Credit Documents, (iv) amend, modify, or waive any provision of this Section 13.6 or Section 4.10 through Section 4.13, Section 4.14(b), Section 9.1(a), Section 13.2, Section 13.3, Section 13.5, or Section 13.9, (v) reduce any percentage specified in or otherwise change any percentage of the Commitments which is required for the Lenders to take any action under this Agreement, or otherwise modify, the definition of Required Lenders, (vi) amend the definition of "Eligible Installment Contracts", "Eligible Inventory", "Reserves", "Revolving Borrowing Base", or "Total Borrowing Base", or (vii) consent to the assignment or transfer by any Borrower or any other Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; (i) extend without the consent of the Agents, no provision of Article 10 or Article 11 may be amended, and (ii) any of the provisions contained in Article 10 or Article 11 may be amended without the consent of any of the Credit Parties; (c) without the consent of the Issuing Lender, no provision of Section 2.2(b) or Section 2.3 may be amended; (d) without the consent of the Agents and the Required Lenders no provision in Article 2 may be amended, changed, waived or terminated; (e) the extension of the final maturity of any Loan, Revolving Loan or extend or waive any principal amortization payment the extension of the date of any Loanreimbursement obligation, or any portion thereof,, arising from drawings under Letters of Credit, in each case to a date that is no later than the final maturity of any Term Loan, does not require the consent of any Term Creditor; (iif) any Lender may 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 with respect to any of the Total Obligations owing to such Lender without the consent of any Agent or any other Lender; and (iiig) any Lender may reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver Loan or of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified inreimbursement obligation, or otherwise modifyany portion thereof, the definition arising from drawings under Letters of Required Lenders, or (viii) consent Credit owing 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 except as permitted thereby; and (b) such Lender without the consent of the Administrative Agent, no provision of Section 10 may be amendedany Agent or any other Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, provided in clause (xa) preceding (y) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (yz) 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 of the other Credit Document Documents, 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, the Required Lenders and the BorrowerParent, provided, however, that: (a) that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (iia) 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 fees hereunder, (b) extend (i) the Termination Date, (ii) the final maturity of any Loan or postpone any other date fixed for any payment of principal (including any scheduled amortization of a principal payment on the Term Loan but excluding the waiver of any mandatory prepayment pursuant to Section 3.3(b)(ii)), or (iii) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (c) reduce or waive the principal amount of on any Loan,; (ivd) increase the Commitment of a any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any the Commitment of any Lender), (ve) 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 all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit DocumentsGuaranty Obligations hereunder, (vif) 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,, or (viig) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or (viii) consent ." In addition to the assignment or transfer by the Borrower (or another Credit Party) foregoing, no provision of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) Section 2.3 may be amended without the consent of the Administrative Agent, Issuing Lender and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, providedPROVIDED, howeverHOWEVER, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees fees hereunder, , (ii) reduce the rate or 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 or waive the principal amount of on any Loan,; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, (i) increase 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (viii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a8.1(a), 11.210.2, 11.310.3, 11.5 10.5 or 11.9, 10.9, (viiiii) reduce or increase any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiiv) 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 except as permitted thereby; andto which it is a party; (bc) no provision of Section 9 may be amended without the consent of the Administrative Agent, no provision ; and (d) designation of Section 10 the Master Account or of any Financial Officer may not be amended. Notwithstanding made without the fact that the written consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, 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 This Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged and the observance of any term hereof may be waived (either retroactively or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, prospectively) with (and only with) the written consent of the Company and the Required Lenders and the Borrower, Holders; provided, however, that: that no such amendment or waiver may, without the prior written consent of the Holder of each Note and Exchange Note then outstanding and affected thereby (a) without subject any Holder to any additional obligation, (b) reduce the principal of (or Default Amount in respect thereof), or any premium or rate of interest or Special Interest on, any Note or Exchange Note, (c) postpone the date fixed for any payment of principal of (or Default Amount in respect thereof), or any premium or interest or Special Interest on, any Note or Exchange Note, (d) change the ranking or priority of the Notes or the percentage of the aggregate principal amount of the Notes the Holders of which shall be required to consent or take any other action under this Section 14.4 or any other provision of each Lender affected therebythis Agreement and (e) amend or waive the provisions of Sections 7.7, 7.9 or 8.5 or any of the definitions used in such Sections; and, provided, further, however, that no such amendment or waiver may: (i) extend , without the final maturity prior written consent of Ares, so long as Ares owns any LoanNotes, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce amend or waive the principal amount provisions of any Loan, Sections 7.8 (iv) increase to the Commitment of a Lender over extent such provisions related to the amount thereof in effect (it being understood Non-Voting Observer), 8.10, 12.2 and agreed that a 12.7. No amendment or waiver of this Agreement will extend to or affect any obligation, covenant, agreement, Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) not expressly amended or mandatory reduction in the Commitments shall not constitute a change in the terms of waived or thereby impair 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modifyright consequent thereon. As used herein, the definition of Required Lenders, or (viii) consent term this “Agreement” and references thereto shall mean this Agreement as it may from time to the assignment time be amended or transfer by the Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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 proceedingsupplemented.

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, the Required Lenders and the Borrower, providedprovided that no such amendment, howeverchange, thatwaiver, discharge or termination shall: (a) without the consent of each Lender affected thereby, no such amendment may: (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) release all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.4), (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under member of the Consolidated Group not prohibited by Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) 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 except as permitted thereby; and. (b) without Without the consent of the Administrative Agent, no provision of Section 10 may be amended. . (c) 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. (e) 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, 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 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loan, reimbursement obligation; or any portion thereof,, arising from drawings under Letters of Credit; (iib) 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 hereunder,; (iiic) 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; (ivd) increase or extend the Revolving Committed Amount, the LOC Committed Amount or the Commitment of a any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or 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, LOC Committed Amount or the Commitment of any Lender),; (ve) except as release all or substantially all of the result of Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5); (f) release the Borrower from its obligations or release all or substantially all of the other Credit Parties from its or their respective obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(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, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) 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 except as permitted thereby; and (b) Documents. Notwithstanding the above, no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent, and no provision provisions of Section 10 2.2 may be amendedamended 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 bankruptcy reorganization plan that affects the LoansLoans 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, the Required Lenders and the Borrower, provided, however, that: (ai) without the consent of the Required Lenders and each other Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (ia) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iib) 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, (iiic) 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, (ivd) 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (ve) except as release all or substantially all of the result of 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 connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5), (f) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vig) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiii) consent to the assignment or transfer by the Borrower (of all or another substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (bii) without the consent of the Administrative Agent, no provision of Section 10 may be amended; (iii) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended; and without the consent of the Swingline Lender, no provision of Section 2.3 may be amended; and (iv) with the consent of the Borrower and either the Required Term Lenders or the Required Revolving Lenders, increase the rate of interest applicable to the Loans (such increase to be in an equal amount for the Term Loans and the Revolving Loans). 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, 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 of the other Credit Document Documents, 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, the Required Lenders and the Borrower, providedPROVIDED, howeverHOWEVER, that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees fees hereunder, , (ii) extend (A) the Commitments of the Lenders, (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, (iii) reduce or waive the principal amount of on any Loan, ; (iv) increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total 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 8.3, release the Borrower all or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, Collateral, (vi) amendrelease all or substantially all of the Guarantors from the Guaranty Obligations hereunder (vii) release any of ECA, Elastex, Inc. or Regal Manufacturing Company, Inc. from their respective Guaranty Obligations hereunder, (viii)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, , (viiix) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiix) 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 except as permitted therebyto which it is a party; and (b) no provision of Section 2.2 may be amended without the consent of the Administrative Agent, Issuing Lender and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization the time of payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Disposition permitted by Section 8.5, release all or substantially all of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; (c) without the consent of the Issuing Lenders, no provision of Section 2.2 may be amended; and (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, 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, signed by the Required Lenders and the BorrowerLenders, providedprovided that no such amendment, howeverchange, that: (a) waiver, -------- discharge or termination shall, without the consent of each Lender affected thereby, no such amendment may: (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments, other than in connection with an Asset Disposition pursuant to Section 8.07(f) which shall be subject to the agreement of the Required Lenders as set forth in Section 3.02(b)(ii) hereof) of any Loan, or extend or waive any principal amortization payment of any Loan, Revolving Loan or any portion thereof, (ii) , or 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 hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, (iv) thereof, or increase the Commitment of a any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary otherwise permitted under by Section 8.38.18, release the Borrower or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, Guaranty Agreement to the extent any such release would constitute a substantial portion of the benefits provided by the Guarantors taken as a whole, (viiii) amend, modify or waive any provision of this Section 11.6 12.07 or Section 3.63.05, 3.73.07, 3.84.02, 3.94.03, 3.104.04, 3.114.05, 3.12, 3.13, 3.14, 9.1(a10.01(a) or (b), 11.2, 11.3, 11.5 or 11.9, (viiiv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or " or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit Party) Borrowers of any of its their respective rights and obligations under (or in respect of) this Agreement and the other Credit Documents except as permitted thereby; and (b) Documents. No provision of Article XI may be amended without the consent of the Administrative Agent, no provision of Section 10 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, 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 of the other Credit Document Documents, 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, the Required Lenders and the Borrower, provided, however, however that: (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees fees hereunder, , (ii) extend (A) the Commitments of the Lenders, (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, (iii) reduce or waive the principal amount of on any Loan, , (iv) increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total 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 8.3, release the Borrower all or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, Collateral, (vi) release all or substantially all of the Guarantors from the Guaranty Obligations hereunder, (vii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(c), 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, , (viiviii) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiix) 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 except as permitted therebyto which it is a party; and (b) no provision of Section 2.2 may be amended without the consent of the Administrative AgentIssuing Lender, no provision of Section 2.4 may be amended without the consent of the Swingline Lender and no provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 entered into by, or approved in writing by, the Required Lenders and the Principal Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any of the other Credit Documents may be amended, supplemented or modified to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization the time of payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) 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 hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) release (i) any Borrower, or (ii) except as the result of or in connection with a dissolutionpermitted by Section 8.17, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all of the any other Credit Parties Party, from its or their obligations under the Credit Documents, (vi) 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, 3.15(b), 9.1(a), 11.2, 11.3, 11.5 or 11.9, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders and Supermajority Lenders, or (viii) consent to the assignment or transfer by the any Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Supermajority Lenders, no provision of Section 7.11(a) or the definitions utilized therein may be amended, modified, supplemented or deleted; (c) without the consent of the Administrative Agent, no provision of Section 10 may be amended, modified, supplemented or deleted; (d) without the consent of the Issuing Lender, no provision of Section 2.3 may be amended modified, supplemented or deleted. 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, 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 Administrative Agent shall have the exclusive authority to release any Guarantor disposed of by a Credit Party pursuant to the terms of Section 8.17.

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, the Required Lenders and the BorrowerCredit Parties, providedprovided that no such amendment, howeverchange, that: (a) waiver, discharge or termination shall, without the consent of each Lender affected thereby, no such amendment mayLender: (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligations arising from drawings under Letters of Credit, or any portion thereof,; (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees of any reimbursement obligations arising from drawings under Letters of Credit or fees hereunder,; (iii) reduce or waive the principal amount on any Loan or of any Loan, (iv) reimbursement obligations arising from drawings under Letters of Credit or the amount of any accrued interest or Fees, or increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender),; (iv) amend, modify or waive any provision of this Section 11.6 or Section 4.6, 4.10, 4.11, 4.12, 4.13, 9.1(a), 11.2, 11.3, 11.5 or 11.9; (v) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders"; (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under (or in respect of) the Credit Documents to which it is a party; or (vii) except as the result of or in connection with a dissolution, merger merger, amalgamation or disposition of a Subsidiary Consolidated Party not prohibited by Section 8.4 or as otherwise permitted under Section 8.3by any Credit Document, release the Borrower Borrowers or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viii) consent to the assignment or transfer extent the Credit Party Obligations have become secured by the Borrower (Collateral, release all or another Credit Party) substantially all of any the Collateral, except on the occurrence of its rights and obligations under (a Collateral Release Date or as the result of or in respect ofconnection with an Asset Disposition not prohibited by Section 8.4(b) the or as otherwise permitted by any Credit Documents except as permitted thereby; and (b) Document. No provision of Section 2 may be amended without the consent of the Administrative Agent, Required U.S. Lenders (provided further that (a) no provision of Section 2.3 may be amended without the consent of the U.S. Issuing Lender and (b) no provision of Section 2.4 may be amended without the consent of the U.S. Swingline Lender). No provision of Section 3 may be amended without the consent of the Required Canadian Lenders (provided further (a) that no provision of Section 3.2 may be amended without the consent of the Canadian Swingline Lender and (b) no provision of Section 3.3 may be amended without the consent of the Canadian Issuing Lender). No provision of Section 10 may be amended. Notwithstanding the fact that amended without 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, 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 proceedingAgents.

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, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)); (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of release a Borrower from its obligations, or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower all or substantially all of the other Credit Parties Guarantors from its or their obligations obligations, under the Credit Documents,; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.20; (vif) except upon a Collateral Termination Date, release all or substantially all of the Collateral securing the Obligations; (g) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 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, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) consent to the assignment or transfer by the a Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents. If any amendment, waiver or consent with respect to the Credit Documents except as permitted thereby; and (b) has been delivered in writing to a Lender by the Administrative Agent, and such amendment waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender to such amendment, waiver or consent. No provision of Section 2.2 may be amended or modified without the consent of the Issuing Lender. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent, no provision of Section 10 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 LoansLoans 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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, no such amendment may: (i) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or Fees the Commitment Fee or the Letter of Credit Fee hereunder, , (ii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or (iii) reduce or waive the principal amount of on any Loan,; (ivb) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender affected thereby, (i) increase 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 (other than an Event or of Default of the type described in Section 9.1(f) hereof) or a mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) except as the result of or in connection with a release of collateral as provided in Section 3.16 or with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4 of the Incorporated Covenants, release the Borrower all or substantially all of the other Credit Parties collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from its or their the guaranty obligations under the Credit Documents, hereunder, (viiii) 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, 3.143.16, 9.1(aSection 4, 7.1(a), 11.29.3, 11.39.5 or 9.9, 11.5 or 11.9, (viiiv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders, or ," or (viiiv) consent to the assignment or transfer by the Borrower (or another Credit Partyany Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted therebyto which it is a party; and (bc) no provision of Section 8 may be amended without the consent of the Administrative Agent, no provision of Section 10 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, 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, the Required Lenders and the Borrower, provided, however, that:: 87 (a) without the consent of each Lender affected thereby, no such amendment mayneither this Credit Agreement nor any other Credit Document may be amended to: (i) extend the Termination Date or the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 member of the Consolidated Group permitted under Section 8.38.4, release the Borrower or all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with an Asset Disposition permitted under Section 8.5, 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; and (c) without the consent of the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) and 2.6 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, 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 Required Credit Parties party thereto and the Requisite Lenders and acknowledged by the BorrowerAdministrative Agent, provided, however, that: (a) without the written consent of each Lender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to: (i) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral, 107 (ii) 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 or the Parent from its or their obligations under the Credit Documents or all or substantially all of the value of the Guaranty, (iii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or (iv) waive any condition set forth in Section 5.1(a) – (h). (b) without the written consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) 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 hereunderany portion thereof, arising from drawings under Letters of Credit or of any Fees, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender)) or extend the expiration or termination date of the Commitment of a Lender, (v) 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 other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; andor (bvi) amend or waive Sections 3.13, 3.14 and 3.15; (c) 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 may be amended. , changed, waived, discharged or terminated; (d) without the written consent of the Issuing Lender(s), no provision of Section 2.2 may be amended, changed, waived, discharged or terminated; (e) without the written consent of the Swingline Lender, no provision of Section 2.3 may be amended, changed, waived, discharged or terminated; (f) 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, 108 (ii) amend or waive any mandatory prepayment on the Revolving Loans under Section 3.3(b) or the manner of application thereof to the Revolving Loans under Section 3.3(b)(ii); or (iii) 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, 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 entered into by, or approved in writing by, each of the Required Credit Parties party thereto and the Requisite Lenders and acknowledged by the BorrowerAdministrative Agent, provided, however, that: (a) without the written consent of each Lender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to: (i) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral, (ii) 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 or the Parent from its or their obligations under the Credit Documents or all or substantially all of the value of the Guaranty, (iii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or (iv) waive any condition set forth in Section 5.1(a) – (h). (b) without the written consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to (i) extend the final maturity of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive (A) any principal amortization payment Principal Amortization Payment of any Tranche B Loan, or any portion thereofthereof or (B) any principal payment of any Incremental Term Loan due pursuant to any Incremental Term Loan Agreement, (ii) 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 hereunderany portion thereof, arising from drawings under Letters of Credit or of any Fees, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; andor (bvi) amend or waive Sections 3.13, 3.14 and 3.15; (c) 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 may be amended. , changed, waived, discharged or terminated; (d) without the written consent of the Issuing Lender(s), no provision of Section 2.2 may be amended, changed, waived, discharged or terminated; (e) without the written consent of the Swingline Lender, no provision of Section 2.3 may be amended, changed, waived, discharged or terminated; (f) 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 Loans under Section 3.3(b) or the manner of application thereof to the Revolving Loans under Section 3.3(b)(vi); or (iii) amend or waive the provisions of this Section 11.6(f); (g) unless also signed by Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding amounts of any tranche of Term Loans (and participations therein), no such amendment, waiver or consent shall: (i) amend or waive any mandatory prepayment on such tranche of Term Loans under Section 3.3(b) or the manner of application thereof to the tranche of Term Loans under Section 3.3(b)(vi), or (ii) amend or waive the provisions of this Section 11.6(g); 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, 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 entered into by, or approved in writing by, each of the Required Credit Parties party thereto and the Requisite Lenders and acknowledged by the BorrowerAdministrative Agent, provided, however, that: (a) without the written consent of each Lender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to: (i) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral, (ii) 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 or the Parent from its or their obligations under the Credit Documents or all or substantially all of the value of the Guaranty, (iii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or (iv) waive any condition set forth in Section 5.1(a) – (p). (b) without the written consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to (i) extend the final maturity of any Loan, or any portion thereof, or extend or waive any principal amortization payment of any Loan, or any portion thereofthereof (it being understood that this clause (b)(i) shall not require the consent of each Lender affected thereby with respect to the extension or waiver of any mandatory prepayments required by Section 3.3(b)), (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability on any Loan, or any portion thereof, or of any post-default increase in interest rates) thereon or Fees hereunderFees, (iii) reduce or waive the principal amount of any Loan, or any portion thereof, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (b) without the consent of the Administrative Agent, no provision of Section 10 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, 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the Termination Date or the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 member of the Consolidated Group permitted under Section 8.38.4, release the Borrower or all or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with an Asset Disposition permitted under Section 8.5, 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent and the Collateral Agent, no provision of Section 10 may be amended; (c) without the consent of the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) and 2.6 may be amended; and (d) without the consent of the Swingline Lender, no provision of Section 2.1(c), 2.2(a)(iii) and 2.7 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, 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 entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any of the other Credit Documents may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization the time of payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest 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 hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.3, release the Borrower or substantially all of the other Credit Parties 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, (viiviii) reduce modify any percentage specified in, or otherwise modifyamend, the definition of Required Lenders, or (viiiix) 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 except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be 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, 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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any principal amortization payment of any the Bridge Loan, the Tranche A Term Loan or the Tranche B Term Loan, or any portion thereof, (ii) 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 hereunder, (iii) 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, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 an Asset Disposition permitted by Section 9.5, release all or substantially all of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary member of the Consolidated Group permitted under Section 8.39.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) amend, modify or waive any provision of this Section 11.6 12.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a3.15, 10.1(a), 11.212.2, 11.312.3, 11.5 12.5 or 11.912.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (bi) 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 (iv), inclusive, of Section 3.3(b) or the application provisions of Section 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 (iv), 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 (iv), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c). (iv) without the consent of the Bridge Lenders holding more than 50% of the Bridge Loan Commitments, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Bridge 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). (c) without the consent of the Administrative Agent, no provision of Section 10 11 may be 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, 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, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the written consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)) or permit the expiration date of any Letter of Credit to be after the Revolving Loan Maturity Date; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as the result of release either Borrower from its obligations, or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower all or substantially all of the other Credit Parties Guarantors from its or their obligations obligations, under the Credit Documents,; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.20; (vif) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 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, 11.5 or 11.9,11.10; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiih) consent to the assignment or transfer by the either Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents. If any amendment, waiver or consent with respect to the Credit Documents except as permitted thereby; and (b) has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender to such amendment, waiver or consent. No provision of Section 2.2 may be amended or modified without the consent of the Issuing Lender. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent, no provision of Section 10 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 LoansLoans 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 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, and signed by the Required Lenders and the BorrowerCredit Parties; provided that no such amendment, providedchange, howeverwaiver, that:discharge or termination shall (a) without the consent of each Lender affected thereby, no such amendment may: (i) extend the final maturity of any Loan, Tranche A Term Loan or extend or waive any principal amortization payment of any Tranche B Term Loan, or any portion thereof, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees fees hereunder, (iii) reduce or waive the principal amount of any Tranche A Term Loan or Tranche B Term Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) except as release all or substantially all of the result of Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5), (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 11.3 or 11.911.5, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) 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 except as permitted thereby; and (b) without the consent of Lenders holding in the Administrative Agentaggregate more than 50% of the Tranche A Term Loans and more than 50% of the outstanding Tranche B Term Loans, no extend the time for or the amount or the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv), (v) or (vi) hereof. No provision of Section 10 11 may be amended. amended without the consent of the Agent. (c) Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Indenture) shall reside solely with the Agent, and the Agent shall deliver such Payment Blockage Notice only upon the direction of the Required Lenders. (d) 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, Tranche A Term Loans and Tranche B Term 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 proceeding.

Amendments, Waivers and Consents. Neither Except as set forth below or as specifically provided in any Loan Document (including Section 5.8(c)), 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 entered into by, or signedand approved in writing by, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower, ; provided, howeverthat no amendment, thatwaiver or consent shall: (a) subordinate any of the Obligations owed to the Revolving Credit Lenders in right of payment or otherwise adversely affect the priority of the payment of any of such Obligations without the consent of each Lender affected thereby, no such amendment may:of the Revolving Credit Lenders; (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof, (ii) reduce the rate increase or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any Loan, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or increase the amount of Loans of any Lender),, in any case, without the written consent of such Lender; (vc) 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 other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) 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 except as permitted thereby; and (b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding any payment required by Section 4.4(b)(i), 4.4(b)(ii), 4.4(b)(iii), or 4.4(b)(iv)) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of the Administrative Agent, no provision of Section 10 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, directly 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.adversely 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 entered into by, or approved in writing by, and signed by the Required Lenders and the BorrowerBorrowers; provided that no such amendment, providedchange, howeverwaiver, that: (a) discharge or termination shall without the written consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, or extend or waive any principal amortization payment of any Loan, Loan or any portion thereof,thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)); (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) increase change the Commitment of a Lender over from the amount thereof in effect 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 understood and agreed that a waiver the making of any Default or Event of Default (other than an Event of Default of the type incremental Commitments described in Section 9.1(f) hereof) or mandatory reduction in 2.7 shall require only the Commitments shall not constitute a change in the terms consent of any Commitment of any Lenderthose Lenders making such incremental Commitments),; (ve) except as the result of release either Borrower from its obligations, or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower all or substantially all of the other Credit Parties Guarantors from its or their 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; (vif) 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, or 9.1(a), 11.2or any provision of any Credit Document which, 11.3by its express terms, 11.5 requires the consent, approval, agreement or 11.9,satisfaction of all of the Lenders; (viig) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiih) consent to the assignment or transfer by the Borrower (or another any Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except as other than any assignment or transfer by a Guarantor permitted thereby; and (b) without under this Credit Agreement. If any amendment, waiver or consent with respect to the consent of Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no provision of Section 10 may other consent by any Lender not electing to increase its Commitment shall be amendedrequired for any such increase in the 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 bankruptcy reorganization plan that affects the 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 proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination. Notwithstanding anything to the contrary set forth herein, in the event that the Borrowers and the lenders under the Revolving Credit Agreement enter into any amendment, waiver or consent in respect of the representations, covenants or defaults set forth in Sections 6, 7, 8 or 9 of the Revolving Credit Agreement, then such amendment, waiver or consent shall apply automatically to any comparable provision in this Credit Agreement without the consent of the Administrative Agent or the Lenders and without any further action by the Administrative Agent, the Lenders or the Borrowers. Any such automatic amendment, waiver or consent will become effective only in the specific instance and for the specific instance and for the specific purpose for which it is given. The Borrowers agree to provide promptly to the Administrative Agent and each Lender a copy of such amendment, waiver or consent under the Revolving Credit Agreement.

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 discharged, or terminated unless such amendment, change, waiver, discharge discharge, or termination is in writing entered into by, or approved in writing by, the Required Lenders and the Borrower, Credit Parties; provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment maythereby is required to: (i) extend the final maturity of any LoanLoan or any Commitment, or any portion thereof, or extend or waive any principal amortization payment of any Loan, or any portion thereof,, or waive application of any mandatory prepayment; (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest 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 hereunder,; (iii) reduce or waive the principal amount of any Loan,; (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 8.37.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents,; (vi) amend, modify or waive any provision of this Section 11.6 10.6 or Section Sections 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a3.15, 3.16, 8.1(a), 11.210.2, 11.310.3, 11.5 10.5, or 11.9,10.9; (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or; (viii) consent to the assignment or transfer by the Borrower (or another any Credit Party) Party of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; andor (ix) release any of the Guarantors from their obligations under the Guaranty; (b) without the consent of the Administrative Agent, no provision of Section 10 9 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 LoansLoan, 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 the Credit Party Parties 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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected therebyLender, no such amendment mayneither this Credit Agreement nor any other Credit Document may be amended to: (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization the time of payment of any Loanreimbursement obligation, or any portion thereof,, arising from drawings under Letters of Credit; (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder,; (iii) reduce or waive the principal amount of any Loan,Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (v) release all or substantially all of the Collateral; (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.38.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vivii) 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), the last paragraph of 9.2, 11.2, 11.3, 11.5 or 11.9,; (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; (c) 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 2.4 may be amended; and (e) without the consent of the Required Lenders, no mandatory prepayment may be waived. 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, 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, the Required Lenders and the Borrower, providedPROVIDED, howeverHOWEVER, that: (ai) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (ia) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iib) 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, (iiic) 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, (ivd) 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (ve) 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 other Credit Parties from its or their obligations under the Credit Documents, (vif) except as the result of or in connection with an Asset Disposition permitted by Section 8.5, release all or substantially all of the Collateral, 108 (g) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiii) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (bii) without the consent of Lenders holding in the aggregate more than 50% of the outstanding Term Loan, extend the time for or the amount or the manner of application of proceeds of any mandatory prepayment required by Sections 3.3(b)(ii) or (iii) hereof; (iii) without the consent of the Administrative Agent, no provision of Section 10 may be amended; and (iv) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended, and 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, 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) Lenders holding at least 75% of the Required Lenders aggregate Commitments 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 entered into by, or approved in writing by, the Required Lenders and the Principal Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any of the other Credit Documents may be amended, supplemented or modified to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization the time of payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) release (i) any Borrower, or (ii) except as the result of or in connection with a dissolutionpermitted by Section 8.17, merger or disposition of a Subsidiary permitted under Section 8.3, release the Borrower or substantially all of the any other Credit Parties Party, from its or their obligations under the Credit Documents, (vi) 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, 3.15(b), 9.1(a), 11.2, 11.3, 11.5 or 11.9, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders and Supermajority Lenders, or (viii) consent to the assignment or transfer by the any Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Supermajority Lenders, no provision of Section 7.11(a) or the definitions utilized therein may be amended, modified, supplemented or deleted; (c) without the consent of the Administrative Agent, no provision of Section 10 may be amended, modified, supplemented or deleted; and (d) without the consent of the Issuing Lender, no provision of Section 2.3 may be amended modified, supplemented or deleted. 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, 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 Administrative Agent shall have the exclusive authority to release any Guarantor disposed of by a Credit Party in accordance with the terms of Section 8.17 and shall, upon the written request of the Borrowers, release any such Guarantor upon the disposition thereof if such Guarantor is permitted to be disposed of pursuant to Section 8.17. The Administrative Agent shall give notice to each Lender promptly upon any release of a Guarantor pursuant to the terms of this Section 11.6.

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, the Required Lenders and the Borrower, provided, however, that: (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or 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 member of the North American Group permitted under Section 8.3, release the Borrower or substantially all of the other Credit Parties Guarantors from its or their obligations under the Credit Documents, (vi) except as the result of or in connection with an Asset 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (viiviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiix) consent to the assignment or transfer by the Borrower (or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative AgentAgents, no provision of Section 10 may be 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, 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, signed by the Required Lenders and the BorrowerLenders, providedprovided that no such amendment, howeverchange, that: (a) waiver, discharge or termination shall, without the consent of each Lender affected thereby, no such amendment may: (i) extend the scheduled maturities (including the final maturity of and any Loan, or extend or waive any principal amortization payment mandatory scheduled prepayments) of any Loan, or any portion thereof, (ii) , 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 or Fees hereunder, (iii) fees hereunder or reduce or waive the principal amount of any Loan, (iv) thereof, or increase 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 (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), , (vii) 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 other Credit Parties any Guarantor from its or their guaranty obligations under the Credit Documents, hereunder, (viiii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.103.5, 3.11, 3.12, 3.13, 3.14, 5.1, 5,2, 9.1(a), 11.2, 11.3, 11.5 or 11.9, , (viiiv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viiiv) consent to the assignment or transfer by the any Borrower (or another Credit PartyGuarantor) of any of its rights and obligations under (or in respect of) the this Credit Documents except as permitted thereby; and Agreement or (bvi) release all or any substantial part of any collateral. No provision of Section 10 may be amended without the consent of the Administrative Agent, no provision of Section 10 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, the right to deliver a Payment Blockage Notice (xas defined in the Indenture) each Lender is entitled to vote as shall reside solely with the Administrative Agent and the Administrative Agent shall deliver such Lender sees fit on any bankruptcy reorganization plan that affects Payment Blockage Notice only upon the Loans, and each Lender acknowledges that the provisions of Section 1126(c) direction 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 proceedingLenders.

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 the Required Lenders and the BorrowerLenders, provided, however, that: (a) without the consent of each Lender affected therebyParty, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to (i) extend the final maturity of any LoanLoan or of any reimbursement obligation, or 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, (ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunderof any Fees, (iii) 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, (iv) increase except as contemplated in Section 7.20(a) or as the Commitment result of a Lender over the amount thereof or in effect (it being understood and agreed that a waiver of any Default connection with an Asset Disposition not prohibited by Section 8.10, release all or Event of Default (other than an Event of Default substantially all of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender)Collateral, (v) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Combined Party not prohibited by Section 8.38.9 or Section 8.10, release the Borrower or substantially all any of the other Credit Parties from its or their obligations under the Credit DocumentsDocuments except as otherwise provided for herein (including, without limitation, in Section 4.3), (vi) amend, modify or waive any provision of this Section 11.6 or 11.5, of any Section 3.6, 3.7, 3.8contained in Sections 3.2, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.9, 8.10, 8.14, 8.16, 8.19, 9.1(a), 9.1(n), 11.2, 11.3, 11.5 11.4, or 11.911.11, (vii) reduce amend, modify or waive any percentage specified in, provision of Sections 7.11(f) or otherwise modify, 7.11(g) except to the definition of Required Lenders, orextent (A) the required Unencumbered Interest Coverage Ratio set forth in Section 7.11(f) is increased or (B) the required Leverage Ratio set forth in Section 7.11(g) is decreased, (viii) consent to amend, modify or waive the assignment or transfer by the Borrower (or another Credit Party) of any of its rights and obligations under (or "October 31, 2000" date restrictions contained in respect of) the Credit Documents except as permitted thereby; andSection 3.2, (bix) without amend or modify the consent definition of the Administrative Agent, no provision of Section 10 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances "Borrowing Base Amount" as set forth above, (x) each Lender is entitled herein or the manner of calculation with respect to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the 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,

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, the Required Lenders and the Borrower, provided, however, that:: -------- ------- (a) without the consent of each Lender affected thereby, no such amendment may:neither this Credit Agreement nor any other Credit Document may be amended to (i) extend the final maturity of any Loan, Loan or extend or waive any principal amortization payment of any Loanreimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder, (iii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the type described in Section 9.1(f) hereof) or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender), (v) release the Borrower or, except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary member of the Consolidated Group permitted under Section 8.38.4, release the Borrower any Material Subsidiary or substantially all of the other Credit Parties from its or their obligations under the Credit Documents, (vi) 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, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (viii) consent to the assignment or transfer by the Borrower (Borrower, any Material Subsidiary or another all or substantially all of the other Credit Party) Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and; (b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; and (c) without the consent of the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) or 2.6 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, 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 Subject to Section 11.18(b), 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, and signed by the Required Lenders and the Borrowerthen Credit Parties; provided that no such amendment, providedchange, howeverwaiver, that: (a) -------- discharge or termination shall without the consent of each Lender affected thereby, no such amendment may: (ia) extend the final maturity of any Loan, Maturity Date or postpone or extend or waive any principal amortization payment Principal Amortization Payment of any Loan, Loan or any portion thereof,; (iib) 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 hereunder,; (iiic) reduce or waive the principal amount of any Loan,; (ivd) increase the or extend any 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 (other than an Event or a waiver of Default of the type described in Section 9.1(f) hereof) or any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),; (ve) except as release all or a material portion of the result of Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in connection conformance with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, 8.5); (f) release the Borrower from its obligations or substantially release all or a material portion of the other Credit Parties from its or their respective obligations under the Credit Documents,; (vig) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 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, 11.5 11.3 or 11.9,11.5; (viih) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (viiii) consent to the assignment or transfer by the a Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; and (bDocuments. Not withstanding the above, any amendment to Section 3.3(b) or any of the defined terms contained in such Section 3.3(b) shall be effective upon the written consent of the Required Lenders. Not withstanding the above, no amendment or change that affects the application of prepayments pursuant to Section 3.3(c) or the allocation of payments between the Tranche A Term Loans and Tranche B Terms Loans shall be effective unless Lenders holding in the aggregate more than 50% of the outstanding Tranche A Term Loans and more than 50% of the Tranche B Term Loans shall consent to such amendment or change in allocation of payments. Notwithstanding the above, no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent, no provision of . No provisions affecting the Issuing Lender's rights to (a) reimbursement or indemnity under Section 10 2.2 or (b) any fees payable pursuant to Section 3.4(c) may be amendedamended 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 bankruptcy reorganization plan that affects the LoansLoans 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.