Common use of Amendments, Waivers and Consents Clause in Contracts

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

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing and signed by the Required Lenders (and the Borrower; provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall without the consent of each Lender affected thereby: extend the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerMaturity Date; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (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) with respect to any Loan or fees payable on any Construction Loan Advance, (iii) hereunder; reduce or forgive the principal amount of any Construction Loan Advance, (iv) Loan; extend the originally scheduled time Commitment of a Lender beyond the Maturity Date or times increase the Commitment of payment of a Lender over the principal amount thereof in effect (it being understood and agreed that a waiver of any Construction Loan Advance Default or Event of Default or a waiver of any mandatory reduction in the time or times Commitments shall not constitute a change in the terms of payment any Commitment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) Lender); release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted Credit Documents or contemplated in this Agreement consent to the transfer or the Guaranty Agreement)assignment of such obligations; amend, (viii) permit modify or waive any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions provision of this Section 12.11 or Section 3.3, 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5; reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, in each case, no provisions of (a) Section 11 may be amended or modified without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative AgentAgent and (b) Section 5 may be amended or modified without the consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein.

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (aother than the Warrants) Except as to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth below herein or as specifically provided therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any Loan Documentcase, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any termrequired redemption) or interest or Prepayment Premium payable on any Note, covenantto decrease the Interest Rate or the Prepayment Premium, agreement to decrease or condition postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Agreement Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the other Loan Documents Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived by in the Lendersmanner provided, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons required, under Section 12 of the Warrants. If the Required Lenders) Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and delivered agree to the Administrative Agent andsign such consent or other document as may be necessary to effectuate such alteration, in the case amendment or waiver. Any waiver or consent may be given subject to satisfaction of an amendment, signed by the Borrower; provided, that no amendment, conditions stated therein and any waiver or consent shall (i) increase be effective only in the Commitment specific instance and for the specific purpose for which given. Written notice of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the provisions of Article XI shall be made without the written consent of the Administrative Agentsame.”

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall shall: (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 3.7 hereof), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers’ rights and obligations hereunder, (ixg) release all any Guarantor, (h) consent to a replacement bank or any material portion agree to reduce the Aggregate Commitment in connection with the replacement of the Collateral or release any Security Document (other than asset sales permitted pursuant to a Defaulting Lender under Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document4.6(d) hereof or (xi) amend the provisions of this Section 12.11 13.13 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII hereof shall be made without the written consent of the Administrative AgentAgent and (b) Article III hereof without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition Any provision of this Agreement Agreement, the Notes or any of the other Loan Documents may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) by a written instrument signed by the Borrower and the Required Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by required of the Required Lenders herein must be in writing; provided, however, that no such amendment or waiver shall, unless signed by all the Lenders affected thereby (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andor, in the case of an amendmentclause (e) or (f) below, signed by the Borrower; provided, that no amendment, waiver or consent shall each Lender) (ia) increase or decrease the Commitment of any LenderLender or subject any Lender to any additional obligation (other than any increases pursuant to Section 2.4), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iiib) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment rate of interest on any Construction Loan Advance Note or any fee or commission with respect theretofees to the Lenders hereunder (other than the application of the default rate of interest pursuant to Section 3.2), (vc) permit postpone the date fixed for any subordination payment of the principal of or interest on any Construction Loan AdvanceNote or any fees to the Lenders hereunder or for the termination of the Commitments, (vid) release change the Borrower from percentage of the Obligations hereunderCommitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Lenders or any of them to take any action under this Section or any other provision of this Agreement, (viie) release, or subordinate the Collateral Agent’s Liens, if any, on all or substantially all of the Collateral of (f) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted Guaranty; provided, further, however, that no such amendment, waiver, consent or contemplated in this Agreement agreement shall amend, modify or otherwise affect the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted rights or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion duties of the Collateral Agent hereunder or release under any Security other Loan Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lenderthe Collateral Agent. In additionDelivery of an executed counterpart of such written instrument or of the signature page of such written instrument by telecopy, no amendmente-mail, waiver facsimile transmission, electronic mail in “portable document format” (“.pdf’) form or consent other electronic means intended to preserve the provisions original graphic and pictorial appearance of Article XI the item being sent shall be made without the effective delivery of a manually executed counterpart of such written consent of the Administrative Agentinstrument.

Amendments, Waivers and Consents. (a) Except as set forth below Any amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given to any departure by the LendersPledgor from any provision of this Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Credit Facility Documents and the Additional Debt Documents necessary for amendments or waivers of, ifor consents to any departure by the Pledgor from any provision of the Credit Facility Documents or any Additional Debt Document, but as the case may be, and only if, if such amendment, waiver or consent is in writing duly signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) Pledgor and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document Agent (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without with the written consent of the Administrative AgentMajority Holders, unless such consent would not be required under the Credit Facility Documents); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the term “Class” shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the Bank Secured Parties and (y) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other creditors may be added as “Secured Parties” hereunder (either as part of an existing Class of creditors or as a newly created Class), and that such addition shall not require the written consent of the Requisite Holders of the various Classes. For the purpose of this Agreement, the term “Requisite Holders” of any Class shall mean each of (i) with respect to the Credit Agreement, the Required Lenders (as that term is defined in the Credit Agreement) and (ii) with respect to any other class of Additional Secured Debt, the holders of more than fifty percent (50%) of such class of Additional Secured Debt outstanding from time to time. Failure of the Collateral Agent or any Secured Party to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that without the prior written consent of each Lender no amendment, waiver or consent shall shall: (i) increase the Commitment Facility Amount, the Revolving Sublimit or the Letter of any LenderCredit Sublimit, (ii) reduce postpone the rate Maturity Date or change the date on which any monthly payment of interest or fees payable on any Construction Loan Advance, is due; (iii) reduce the Interest Rate payable on any Loan or forgive the principal amount Letter of any Construction Loan Credit Advance, or any Loan Fee; (iv) extend amend the originally scheduled time or times “Advance Rate” percentage set forth in the chart that is part of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Section 3.3; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers’ rights and obligations hereunder, ; (ixvi) release all or Guarantor; (vii) release any material portion of the Collateral or release consent to the transfer, pledge, mortgage or assignment of any Security Document (Collateral, other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated provided in this Agreement or the applicable Security Document) Agreement; or (xviii) amend the provisions of this Section 12.11 or 11.10, the definition of Required Requisite Lenders or any other provision of this Agreement specifying the number or percentage of Lenders required to (a) amend, waive or otherwise modify any rights of Lenders hereunder, (b) make any determination that is to be made by Lenders or (c) grant any consent that is required to be obtained from Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, amendment or waiver or consent to of the provisions of this Article XI shall be made without the written consent of the Administrative AgentAgent and no Lender’s Commitment may be increased without such Lender’s consent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents This Guaranty may be amended or waived by the Lendersamended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by of each Guarantor and the Required Lenders Holders, except that (1) no amendment 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, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunderprovisions of Sections 3 through 13, (ix) release all inclusive, or any material portion of the Collateral defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenderswaiver may, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of each Holder, (i) change the Administrative Agent.percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 14. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor. Upon fulfillment of the conditions set forth in Section 10.8(b) of the Note Purchase Agreement (including without limitation receipt by the Holders of the Officer’s Certificate described in such Section 10.8(b)) with respect to any Guarantor, such Guarantor shall be automatically deemed discharged from its obligations hereunder, without any consent or other action by any of the Holder, the Guarantors or the Constituent Companies and shall no longer constitute a “Guarantor” hereunder. Back to Contents

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents This Subsidiary Guaranty may be amended or waived by the Lendersamended, and the observance of any consent given by term hereof may be waived (either retroactively or prospectively), with (and only with) the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the written consent of each Subsidiary Guarantor and the Required Lenders, except that (but subject to the terms of Sections 2.23(b) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment 10.6 of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Credit Agreement) (1) no amendment or waiver of any of the Borrower's rights and obligations hereunderprovisions of Sections 3, (ix) release all 4 or 5, or any material portion of the Collateral defined term (as it is used therein), will be effective as to Agent or release any Security Document Lender unless consented to by Agent or such Lender in writing, and (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted 2) no such amendment or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each casewaiver may, without the prior written consent of each Lender. In addition, no amendment, (i) change the percentage of the principal amount of the Revolving Credit Commitments which are required to consent to any such amendment or waiver or consent to the provisions of Article XI shall be made without the written (ii) amend Section 2 or this Section 6. No consent of the Administrative AgentAgent or the Lenders or the Subsidiary Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Subsidiary Guarantor, and each such Subsidiary Guarantor, by its execution and delivery of this Subsidiary Guaranty (or Guaranty Supplement) consents to the addition of each additional Subsidiary Guarantor. No consent of the Subsidiary Guarantors shall be required in connection with and subsequent Revolving Credit Loans, and each Subsidiary Guarantor, by its execution and delivery of this Subsidiary Guaranty (or Guaranty Supplement) consents to the making of additional Revolving Credit Loans pursuant to the Credit Agreement.

Amendments, Waivers and Consents. (a) Except as set forth below Any amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given to any departure by the LendersPledgor from any provision of this Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Indenture and the Additional Debt Documents necessary for amendments or waivers of, ifor consents to any departure by the Pledgor from any provision of the Indenture or any Additional Debt Document, but as the case may be, and only if, if such amendment, waiver or consent is in writing duly signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) Pledgor and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document Agent (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without with the written consent of the Administrative AgentMajority Holders, unless such consent would not be required under the Indenture); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the term "Class" shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the holders of the Senior Notes secured hereby and (y) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other creditors may be added as "Secured Parties" hereunder (either as part of an existing Class of creditors or as a newly created Class), and that such addition shall not require the written consent of the Requisite Holders of the various Classes. For the purpose of this Agreement, the term "Requisite Holders" of any Class shall mean each of (i) with respect to the Senior Notes, the holders of at least a majority of the outstanding principal amount of the Senior Notes and (ii) with respect to any other class of Additional Secured Debt, the holders of at least a majority of such class of Additional Secured Debt outstanding from time to time. Failure of the Collateral Agent or any Secured Party to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document (other than the Fee Letter), or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with the at their instruction on their behalf), and then such amendment, waiver or consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of any Lender“Required Lenders”, “Super Majority Lenders” or “Pro Rata Share”; (iic) amend this Section 12.5; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any Construction Loan Advancefees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (ivf) extend the originally scheduled time or times of payment of the principal stated expiry date of any Construction Loan Advance or Letter of Credit beyond the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Termination Date; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all or any material portion substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or release any Security Document substantially all of the Collateral (other than asset sales permitted pursuant to Section 9.5 and except as otherwise specifically permitted or contemplated expressly provided in this Agreement or the applicable Security Document) or Loan Documents); (xj) amend any of the provisions of this Section 12.11 10.5; or (k) increase any advance rates under the definition of Required LendersBorrowing Base (provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Borrowing Base in each caseaccordance with Section 2.1(b)); provided further that, without the prior written consent of each Lender. In additionother than as set forth under clause (k), no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Administrative Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, the Borrowing Base or the Eligible Receivables in accordance with Section 2.1(b)) to the provisions of Article XI shall be made extent that any such change results in more credit being available to the Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of the Administrative Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this Agreement or any other Loan Document, (iii) the Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing and signed by the Required Lenders (and the Borrower; provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall without the consent of each Lender affected thereby: extend the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerMaturity Date; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (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 payable on any Construction Loan Advance, (iii) hereunder; reduce or forgive the principal amount of any Construction Loan Advance, (iv) Loan; increase or extend the originally scheduled time or times Commitment of payment of a Lender over the principal amount thereof in effect (it being understood and agreed that a waiver of any Construction Loan Advance Default or Event of Default or a waiver of any mandatory reduction in the time or times Commitments shall not constitute a change in the terms of payment any Commitment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) Lender); release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted Credit Documents or contemplated in this Agreement consent to the transfer or the Guaranty Agreement)assignment of such obligations; amend, (viii) permit modify or waive any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions provision of this Section 12.11 or Section 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5; reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, in each case, no provisions of (a) Section 11 may be amended or modified without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative AgentAgent and (b) Section 5 may be amended or modified without the consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall shall: (i) increase the Commitment amount or extend the time of any Lender, the obligation of the Lenders to make Loans (including without limitation pursuant to Article II hereof); (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance Loan; (iii) reduce the rate of interest or fees payable on any fee or commission with respect thereto, Loan; (v) reduce the principal amount of any Loan; (v) permit any subordination of the principal or interest on any Construction Loan Advance, Loan; (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, ; (ixvii) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document); (viii) release any guarantor or surety from any guaranty or surety of the Obligations; or (xix) amend the provisions of this Section 12.11 13.16 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI XII shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Secured Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall shall: (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including, without limitation, pursuant to Section 3.6 hereof), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers’ rights and obligations hereunder, (ixg) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or Agreement), (xh) amend the provisions of this Section 12.11 14.13 or the definition of Required Lenders, in each caseor (i) waive the provisions of Section 5.2, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII hereof shall be made without the written consent of the Administrative AgentAgent and (b) Article III hereof without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any Any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by all of the Required Lenders (or by the Administrative Agent with the consent of all of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that (i) no amendment, waiver or consent shall (i) increase shall, unless in writing and signed by the Commitment Issuing Lender in addition to the Lenders, affect the rights or duties of such Issuing Lender under this Agreement or any Lender, Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the provisions of Article XI shall be made without Lenders, affect the written consent rights or duties of the Administrative AgentAgent under this Agreement or any other Loan Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. For avoidance of doubt, the parties acknowledge and agree that nothing herein changes the obligation of the Lenders, the Swingline Lender, the Issuing Lender or the Administrative Agent to make or participate in any Extension of Credit so long as the requirements and conditions applicable to the making of such Extension of Credit (including, without limitation, the requirements contained in Articles II and III and the conditions contained in Section 5.2) have been satisfied in accordance with the terms of this Agreement.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by the Required Lenders (Banks, provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall, without the consent of the Required Lenders) and delivered to the Administrative Agent andeach Bank, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of any Revolving Loan, or any portion thereof, 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 or reduce the principal amount thereof, or increase the Commitments of the Banks over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any LenderBank), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount release of any Construction Loan Advance, (iv) extend material portion of collateral securing the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Total Revolving Obligations hereunder, (viiiii) release any Guarantor from its guaranty obligations under the Guaranty Agreement hereunder, (other than as specifically permitted iv) amend, modify or contemplated in waive any provision of this Agreement Section or the Guaranty AgreementSection 2.9, 2.10, 2.11, 2.12, 2.13, 2.16, 2.17, 8.1(a), 9.7, 10.2 and 10.3, (viiiv) permit reduce any percentage specified in, or otherwise modify, the definition of Required Banks or (vi) consent to the assignment or transfer by the Borrower (other than as specifically permitted or contemplated in this AgreementGuarantor) of any of the Borrower's its rights and obligations hereunder, under (ixor in respect of) release all or any material portion this Credit Agreement. No provision of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, 9 may be amended without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; providedPROVIDED, that no amendment, waiver or consent shall shall, without the consent of each Lender affected thereby, (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated by Section 2.8), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Credit Parties' rights and obligations hereunder, (ixg) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) Guarantor from its guaranty hereunder or (xh) amend the provisions of this Section 12.11 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (i) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (ii) Article III shall be made without the written consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document, or waived consent to any departure by the LendersBorrower therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrower and the Required Lenders (or by the Administrative Agent with on their behalf) without taking into account the consent Commitments or Loans held by Defaulting Lenders or the Borrower or any of the Required Lenders) and delivered its Affiliates (determined without giving effect to the Administrative Agent andproviso to the definition of "Affiliates"), and then such amendment, waiver or consent shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrower and all the Lenders (other than any Defaulting Lender or the Borrower or any of its Affiliates (determined without giving effect to the proviso to the definition of "Affiliates")), do any of the following at any time: (a) change the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of any Lender, "Required Lenders"; (iic) amend this Section 11.5; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or any Construction Loan Advance, fees or other amounts payable hereunder; (ive) extend the originally scheduled time or times of postpone any date on which any payment of principal of, or interest on, the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance Loans or any fee fees or commission with respect thereto, other amounts payable hereunder is required to be made; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixf) release all or any material portion of substantially all the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) Collateral; or (xg) amend the provisions of this Section 12.11 or the definition of Required Lenders"Borrowing Base" or modify Section 2.2(a)(ii)if the effect thereof would be to increase the amount of Revolving Credit Loans or CapEx Loans, in each caserespectively, without available to the prior written consent of each Lender. In additionBorrower; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender, and (ii) the Agent, in addition to the provisions of Article XI shall be made without Lenders required above, to take any such action that affects the written consent rights or duties of the Administrative AgentAgent under this Agreement or any other Loan Document.

Amendments, Waivers and Consents. (a) Except as set forth below and in Section 2.9 or as specifically provided in any other Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrower and any Subsidiary party thereto; provided, that no amendment, waiver or consent shall (ia) waive any condition set forth in Section 5.2 without the written consent of each Lender, (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender, (c) postpone any date fixed by this Agreement or any other Loan Document for any payment 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 each Lender directly affected thereby, (d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) or L/C Obligation or to reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations payable hereunder, (viif) release any Guarantor from its obligations under change Section 4.4 or Section 4.5 in a manner that would alter the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or pro rata sharing of payments required thereby without the Guaranty Agreement)written consent of each Lender directly affected thereby, (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's ’s rights and obligations hereunder without the consent of each Lender, (h) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (ixi) release all of the Guarantors or release Guarantors comprising substantially all of the credit support for the Borrower Obligations, in either case, from the Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender, or (j) release all or any a material portion of the Collateral collateral or release any Security Document (other than asset sales permitted pursuant to as authorized in Section 9.5 and 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (i) Article XI 12 shall be made without the written consent of the Administrative Agent, (ii) Article 3 shall be made without the written consent of the Issuing Lender, (iii) Section 2.2 shall be made without the written consent of the Swingline Lender, and (iv) the 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.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that no amendment, waiver or consent shall shall: (ia) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2 or Section 8.3) or the amount of Loans required to be made by any Lender, in any case, without the written consent of such Lender; (iib) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that a waiver of a mandatory prepayment under Section 2.8(b) shall only require the consent of the Required Lenders) 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 each Lender directly and adversely affected thereby; (c) (i) reduce the principal of, or the rate of interest specified herein on, any Loan, or fees payable on any Construction Loan Advance, (subject to clauses (ii) and (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal proviso set forth below in this paragraph) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any Construction Loan Advance obligation of the Borrower to pay interest at the rate set forth in Section 2.4(b) during the continuance of an Event of Default or (ii) without limiting the time foregoing clause (c)(i), amend or times otherwise modify the definition of payment “Applicable Margin” without the written consent of interest on each Lender; (d) change Section 11.13 or Section 2.9 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (e) change Section 2.8(b)(vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; -108- (f) except as otherwise permitted by this Section 11.4, change any Construction Loan Advance provision of this Section 11.4 or reduce the percentages specified in the definition of “Required Lenders” or any fee other provision hereof specifying the number or commission with respect theretopercentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (vg) permit consent to the assignment or transfer by any subordination Loan Party of such Loan Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 7.4), in each case, without the written consent of each Lender; (h) release (i) all of the principal Guarantors or interest on (ii) Guarantors comprising substantially all of the credit support for the Obligations, in any Construction Loan Advancecase, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Second Lien Guaranty and Security Agreement (other than as specifically permitted or contemplated authorized in this Agreement or the Guaranty AgreementSection 10.11), without the written consent of each Lender; (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixi) release all or any material portion substantially all of the Collateral or release any Security Collateral Document (other than asset sales permitted pursuant to as authorized in Section 9.5 and 10.11 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Collateral Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition; (j) Intentionally Omitted; (k) Intentionally Omitted; (l) amend, waive, or otherwise modify Section 7.9(b) in a manner that would permit the Borrower or its Subsidiaries to make any payment or prepayment on, or redeem or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Debt, unsecured Indebtedness or Indebtedness secured by Liens that are junior to those securing the Secured Obligations, except those payments, refinancings, refundings, renewals, extensions and exchanges otherwise expressly permitted under Section 7.9(b), without the written consent of each Lender; (m) amend or otherwise modify the definition of Material Event of Default without the written consent of each Lender; (n) (i) amend, waive, or otherwise modify Section 11.11(b)(v) without the written consent of each Lender or (ii) amend or modify any other provision of this Agreement, including Section 11.11, in a manner that imposes additional restrictions on a Lender’s ability to assign its Loans or any of its rights and obligations under this Agreement without the written consent of each Lender directly and adversely affected thereby; or (o) subordinate any Lender’s Loans or the Liens securing any Lender’s Loans to any other Indebtedness or Liens without the written consent of each Lender; -109- provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the provisions of Article XI shall be made without Lenders required above, affect the written consent rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Arranger in addition to the Lenders required above, affect the rights or duties of the Arranger under this Agreement or any other Loan Document; (iii) intentionally omitted; and (iv) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything in this Section 11.4 to the contrary, for so long as Prospect is a party hereto or to any other Loan Document, as Administrative Agent, and solely to the extent the signature of the Administrative Agent is required for the effectiveness of such modification, amendment, supplement or waiver, as applicable, neither this Agreement nor any other Loan Document may be modified, amended or supplemented, nor shall any term or provision of this Agreement or any other Loan Document be waived, except by a formal written instrument (and not by an email or series of emails) signed in blue ink by Xxxx X. Xxxxx III, as Chief Executive Officer of Prospect, or X. Xxxxx Eliasek, as Chief Operating Officer of Prospect, or the successor of either of them, or by Xxxxxxxx X. Xx, as an Authorized Signatory of Prospect, in each case on behalf of Prospect, acting as Administrative Agent, and upon satisfaction of the conditions set forth in this Section 11.4; provided that, the delivery of such formal written instrument shall not be unreasonably delayed or withheld. Section 11.5.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan DocumentDocument (including, without limitation, SECTION 2.5), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; providedPROVIDED that, that except as specifically set forth in SECTION 2.5, no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to SECTION 3.5), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iiib) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivc) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan, (d) reduce the rate of interest or fees payable on any Loan Advance or Reimbursement Obligation or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all terminate or cancel any material portion of the Collateral Guarantee Agreement or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Guarantor from its obligations under a Guarantee Agreement or the applicable Security Document) or (xh) amend the provisions of SECTION 13.10(a), this Section 12.11 SECTION 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (other than Defaulting Lenders) (or by the Administrative Agent acting 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, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.6), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect theretofee, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation or reduce the principal amount of any Loan or Reimbursement Obligation, (d) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (viie) release any Guarantor from its obligations under substantial portion of the Guaranty Agreement collateral or any guarantee obligation (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xf) amend the provisions of this Section 12.11 or 13.9, the definition of Required LendersLenders or any provision of any Loan Document which, in by its terms, requires the consent, approval or satisfaction of all Lenders or each caseLender, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI XII shall be made without the written consent of the Administrative AgentAgents.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan DocumentDocument (including Section 4.8(c)), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall shall: (ia) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment 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 each Lender directly and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 2.11(b) shall only require the consent of the Required Lenders); (c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clauses (iv) and (v) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest or fees payable on any Construction Loan Advanceor L/C Obligation or to reduce any fee payable hereunder; (d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; 114 142128979_6 170630523_7 (e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders”, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance “Required Revolving Credit Lenders” or any fee other provision hereof specifying the number or commission with respect theretopercentage of Lenders required to amend, (v) permit waive or otherwise modify any subordination of the principal rights hereunder or interest on make any Construction Loan Advance, (vi) release the Borrower from the Obligations determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (viif) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, without the written consent of each Lender; (g) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated authorized in this Agreement or the Guaranty AgreementSection 10.9), without the written consent of each Lender; (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixh) release all or any material portion substantially all of the Collateral or release any Security Document (other than asset sales permitted pursuant to as authorized in Section 9.5 and 10.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; (i) change Section 2.11(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; or (xj) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In additionthe Required Revolving Credit Lenders, amend, modify or waive Section 5.2 if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the provisions Lenders required above, affect the rights or duties of Article XI the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or modify Section 11.27, (iv) the Administrative Agent and the Borrower shall be made permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error, ambiguity, defect, inconsistency or omission of a technical or immaterial nature in any such provision and (v) the Administrative Agent may, without the written consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 4.8(c) in accordance with the terms of Section 4.8(c). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent of any Lender (but with the consent of the Borrower and the Administrative Agent.), to (x) amend, or amend and restate this Agreement if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this 115 142128979_6 170630523_7

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; provided, that no amendment, waiver or consent shall shall, without the consent of each Lender affected thereby, (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated by Section 2.7 or Section 2.8), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Credit Parties' rights and obligations hereunder, (ixg) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) Company from its guaranty hereunder or (xh) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.13.11

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Section 14.22 or in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that no amendment, waiver or consent shall (ia) increase or extend the Revolving Credit Commitment or Term Loan Commitment of any LenderLender or increase the amount of the Loans without the prior written consent of each Lender affected thereby, (iib) reduce the rate of interest or amount of fees payable on any Construction Loan Advanceor Reimbursement Obligation without the prior written consent of each Lender affected thereby, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation without the prior written consent of each Lender affected thereby, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation (including, without limitation, the date of any principal amortization payment set forth in Section 4.3 or the final maturity date) or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect theretothereto or the duration of any Interest Period beyond six (6) months without the prior written consent of each Lender affected thereby, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation without the prior written consent of each Lender, (vif) release the Borrower from any of the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or Hedging Obligations) hereunder without the Guaranty Agreement)prior written consent of each Lender directly affected thereby, (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's ’s rights and obligations hereunderhereunder without the prior written consent of each Lender, (ixh) release all or any material portion of the Collateral or release any Security Document (other than asset sales disposition of assets permitted pursuant to Section 9.5 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or without the prior written consent of each Lender, (xi) release any Guarantor from its obligations under the Guaranty Agreement without the prior written consent of each Lender, (j) amend the provisions of this Section 12.11 14.11 or the definition of Required LendersLenders without the prior written consent of each Lender, (k) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment or (l) amend the provisions of Section 4.6(b) without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (A) Section 4.4(b)(vii) with respect to the order of application of amounts prepaid, Section 5.4 with respect to the pro rata treatment of payments to the Lenders, any Section with respect to the pro rata nature of disbursements from the Lenders, or Section 5.5 with respect to the order of application of proceeds shall be made without the written consent of each Lender adversely affected thereby, (B) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (C) Article III shall be made without the written consent of the Issuing Lender. Notwithstanding anything to the contrary contained in this Agreement, if any Lender does not consent to any amendment, waiver or consent requested by the Borrower, and such amendment, waiver or consent is approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent given not more than forty-five (45) days after such approval, require such Lender to assign and delegate, without recourse and in accordance with the provisions of Section 14.10(b), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts owing to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or from the Borrower (in the case of all other amounts).

Amendments, Waivers and Consents. (a) Renewal. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the LendersLenders upon request of the Co-Borrowers, and any consent given by the LendersLenders in response to a request by the Co-Borrowers, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCo-Borrowers; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoLoan, (vc) reduce the rate of interest or fees payable on any Loan, (d) permit any subordination of the principal or interest on any Construction Loan AdvanceLoan, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xe) amend the provisions of this Section 12.11 12.10 or the definition of Required Lenders, in each case(f) increase the Swingline Commitment, the Aggregate Commitment, or the Aggregate Revolver Loan Commitments, or (g) release any Guarantor or amend the provisions of Section 7.12 (but with a waiver of, or consent to departure from, the provisions of Section 7.12 as it pertains to any Material Subsidiary not organized under the laws of one of the United States to require only the approval of the Required Lenders), without the prior written consent of each LenderLender bound thereby. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically otherwise provided herein or in any of the other Loan DocumentDocuments, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation, the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (viii) reduce the rate of interest or fees payable on any Loan, (iv) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (viv) reduce the "Guaranteed Obligations" as defined in Subsidiary Guaranty or release the Borrower Subsidiary Guarantors from the Obligations hereunder, (vii) release any Guarantor from its their obligations under the Subsidiary Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xvi) amend the provisions of this Section 12.11 13.10, the number of Lenders required to approve any amendment or waiver otherwise set forth herein, or the definition of Required Lenders or Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI XII shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither the Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by entered into by, or approved in writing by, the Required Lenders (Lenders, provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall, without the consent of the Required Lenders) and delivered to the Administrative Agent andeach affected Lender, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of any Loan, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees under the Credit Agreement or reduce the principal amount thereof, or increase the Commitments of the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any Lender), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its guaranty obligations under the Guaranty Credit Agreement (other than except as specifically permitted or contemplated expressly provided in this Agreement or the Guaranty AgreementCredit Documents), (viiiiii) permit amend, modify or waive any provision of this Section 11.5, (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the assignment or transfer by any Borrower (other than as specifically permitted or contemplated in this AgreementGuarantor) of any of the Borrower's its rights and obligations hereunder, under (ixor in respect of) release all the Credit Agreement. No 100 provision of Section 2.2 or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, 2.6 may be amended without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Issuing 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 without the consent of the Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall shall: (ia) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment 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 each Lender directly and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 2.11(b) shall only require the consent of the Required Lenders); (c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clauses (iv) and (v) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest or fees payable on any Construction Loan Advanceor L/C Obligation or to reduce any fee payable hereunder; (d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders”, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance “Required Revolving Credit Lenders” or any fee other provision hereof specifying the number or commission with respect theretopercentage of Lenders required to amend, (v) permit waive or otherwise modify any subordination of the principal rights hereunder or interest on make any Construction Loan Advance, (vi) release the Borrower from the Obligations determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (viif) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, without the written consent of each Lender; (g) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated authorized in this Agreement or the Guaranty AgreementSection 10.9), without the written consent of each Lender; (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixh) release all or any material portion substantially all of the Collateral or release any Security Document (other than asset sales permitted pursuant to as authorized in Section 9.5 and 10.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.;

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by the Required Lenders (Lenders, provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall, without the consent of the Required Lenders) and delivered to the Administrative Agent andeach Lender affected thereby, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) extend the scheduled maturities (including the final maturity and any mandatory scheduled prepayments) of any Loan, or any portion thereof, 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 or reduce the principal amount thereof, or increase the Commitments of the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Lender), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and guaranty obligations hereunder, (ixiii) release all amend, modify or waive any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions provision of this Section 12.11 or Section 3.5, 3.11, 3.12, 3.13, 3.14, 5.1, 5,2, 9.1(a), 11.2, 11.3, or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or (v) consent to the provisions assignment or transfer by any Borrower (or Guarantor) of Article XI shall any of its rights and obligations under (or in respect of) this Credit Agreement or (vi) release all or any substantial part of any collateral. No provision of Section 10 may be made amended without the written consent of the Administrative Agent. Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Indenture) 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.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated pursuant to Section 2.8), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) hereunder or (xg) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; provided, that no amendment, waiver or consent shall shall, without the consent of each Lender affected thereby, (ia) except as expressly contemplated in Section 2.9 and Section 2.10, increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advance, or Reimbursement Obligation or (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any 117 of the Borrower's Credit Parties’ rights and obligations hereunder; provided further, no amendment, waiver or consent shall (1) without the consent of each Lender, (ixA) release all or any material portion of the Collateral or release any Security Document (Guarantor from its guaranty hereunder other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted upon the disposition by the Parent Borrower of its interest in such Guarantor, or contemplated upon the dissolution or liquidation of such Guarantor, in each case in accordance with the terms of this Agreement or the applicable Security Document) or (xB) amend the provisions of this Section 12.11 or the definition of “Required Lenders”, or (C) change any provision in each casethis Agreement in a manner that would alter the pro rata sharing of payments required thereby, if any, (2) without the prior written consent of each Revolving A Lender, amend the definition of “Required Revolving A Lenders” or “Revolving A Optional Currency”, (3) without the consent of each Revolving B Lender, amend the definition of “Required Revolving B Lenders” or “Revolving B Optional Currency” and (4) without the consent of each Lender and the Administrative Agent, (A) amend the definition of “Optional Currency”, or (B) amend the provisions of Section 2.11.1(a) or Section 2.11.3. In addition, no amendment, waiver or consent to the provisions of (i) Article XI XII or Section 13.1.3 shall be made without the written consent of the Administrative Agent, (ii) Article III shall be made without the written consent of each Issuing Lender and (iii) Section 2.6 shall be made without the written consent of the Swingline Lender, and provided further that if any amendment, modification, waiver or consent would adversely affect the Revolving A Lenders relative to the Revolving B Lenders or vice versa, then such amendment, modification, waiver or consent shall require the written consent of the Required Revolving A Lenders or Required Revolving B Lenders, as the case may be. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders, the Required Lenders, or each affected Lender that by its terms affects any Defaulting Lender more adversely than other requisite affected Lenders shall require the consent of such Defaulting Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (viie) release any Guarantor from its obligations under the Guaranty Agreement Collateral for any Obligation (other than as specifically permitted or contemplated in this Agreement or the Guaranty AgreementSecurity Documents), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of release any of the Borrower's rights and obligations hereunderGuarantors from the Guaranty Agreement, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xg) amend the provisions of this Section 12.11 13.10 or the definition of Majority Lenders or Required Lenders, Lenders or (h) the advance rates in each casethe Borrowing Base definition, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article IIA without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of Neither this Agreement or nor any other Loan Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andterminated except, in the case of this Agreement, pursuant to an amendment, signed agreement or agreements in writing entered into by the BorrowerBorrowers, the Administrative Agent, and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Agents party thereto; provided that the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; provided, that however, that: no such amendment, waiver change, waiver, discharge or termination shall, without the consent shall (i) increase of each Lender affected thereby: extend the Commitment final maturity of any LenderLoan, provided that this clause (iiA) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; reduce the rate, or extend the time of payment, of interest or change the manner of computation of any financial covenant used in determining the Applicable Margin that could result in the reduction of the rate of interest on any Loan (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees payable on any Construction Loan Advance, (iii) hereunder; reduce or forgive waive the principal amount of any Construction Loan Advance, Loan; increase the Commitment of a Lender over the amount thereof in effect (iv) extend the originally scheduled time or times of payment of the principal it being understood and agreed that a waiver of any Construction Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); release any Borrower from its respective obligations under the Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission Documents, including, without limitation, Xxxxxxxxx with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from to its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in Article X of this Agreement) of ; amend, modify or waive any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions provision of this Section 12.11 11.01 or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver ; or consent to the provisions assignment or transfer by any Borrower of any of its respective rights and obligations under (or in respect of) the Loan Documents, except as permitted thereby; no provision of Article XI shall IX may be made amended without the written consent of the Administrative Agent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (i) 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 supersede the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to allow any Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document, or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with Agents on their behalf), without taking into account the Commitments or Loans held by Defaulting Lenders, and then such amendment, waiver or consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and all the Lenders (other than any Defaulting Lender), do any of the following at any time: (a) change the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of any Lender, "Required Lenders"; (iic) amend this Section 11.5; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or any Construction Loan Advance, fees or other amounts payable hereunder; (ive) extend the originally scheduled time or times of postpone any date on which any payment of principal of, or interest on, the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance Loans or any fee fees or commission with respect thereto, other amounts payable hereunder is required to be made; or (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vif) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and except as otherwise specifically permitted or contemplated provided in this Agreement Agreement, or permit the applicable Security Document) creation, incurrence, assumption or (x) amend the provisions existence of this Section 12.11 or the definition any Lien on any item of Required LendersCollateral, in each caseprovided, without the prior written consent of each Lender. In addition, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender, and (ii) the Agents, in addition to the provisions of Article XI shall be made without Lenders required above, to take any such action that affects the written consent rights or duties of the Agents under this Agreement or any other Loan Document. Anything contained herein to the contrary notwithstanding, the Agents are hereby authorized, on behalf of the Lenders, to execute such documents as may be required to terminate Liens on such Collateral as any Loan Party is authorized to sell, transfer or otherwise dispose of in accordance with the terms hereof, provided that the Administrative AgentBorrower has requested such release of Liens by the Agents in accordance with the terms hereof.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document (other than the Fee Letter), or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with the at their instruction on their behalf), and then such amendment, waiver or consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless IN WRITING AND SIGNED BY THE BORROWERS AND ALL THE LENDERS, DO ANY OF THE FOLLOWING AT ANY TIME: (iA) increase CHANGE THE NUMBER OR PERCENTAGE OF LENDERS THAT SHALL BE REQUIRED FOR THE LENDERS OR ANY OF THEM TO TAKE ANY ACTION HEREUNDER; (B) AMEND THE DEFINITION OF “REQUIRED LENDERS” OR “PRO RATA SHARE” or any other provision of the Commitment Loan Documents expressly requiring pro rata treatment of any Lender, the Lenders; (iic) amend this Section 12.05; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any Construction Loan Advancefees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (ivf) extend the originally scheduled time or times of payment of the principal stated expiry date of any Construction Loan Advance or Letter of Credit beyond the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Termination Date; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any material portion of the Agent’s Liens on all or substantially all of the Collateral or release contractually subordinate the Obligations in right of payment to any Security Document other Indebtedness for borrowed money (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lendersexcept, in each case, without as expressly provided in the prior written consent Loan Documents); or (j) amend any of each Lender. In additionthe provisions of Section 10.05; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the provisions Lenders required above, take any action that affects the rights or duties of Article XI the Letter of Credit Issuer under this Agreement or any other Loan Document, (iii) the Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.05 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be made without excluded in determining whether all Lenders or the written Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.05(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of the Administrative Agentall Lenders that by its terms specifically discriminates against such Defaulting Lender.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document (other than the Second Amendment Fee Letter), or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with the at their instruction on their behalf), and then such amendment, waiver or consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of any Lender, “Required Lenders” or “Pro Rata Share”; (iic) amend this Section 12.5; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any Construction Loan Advancefees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (ivf) extend the originally scheduled time or times of payment of the principal stated expiry date of any Construction Loan Advance or Letter of Credit beyond the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Termination Date; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all or any material portion substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or release any Security Document substantially all of the Collateral (other than asset sales permitted pursuant to Section 9.5 and except as otherwise specifically permitted or contemplated expressly provided in this Agreement or the applicable Security Document) Loan Documents); or (xj) amend any of the provisions of this Section 12.11 or the definition of Required Lenders10.5; provided, in each case, without the prior written consent of each Lender. In addition, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the provisions Lenders required above, take any action that affects the rights or duties of Article XI the Letter of Credit Issuer under this Agreement or any other Loan Document, (iii) the Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be made without excluded in determining whether all Lenders or the written Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of the Administrative Agentall Lenders that by its terms specifically discriminates against such Defaulting Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan DocumentDocument (including, without limitation, Section 2.8), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCompany; provided, that that, except as specifically set forth in Section 2.8, no amendment, waiver or consent shall (i) (a) increase the Aggregate Commitment or increase the amount of any Lenderthe Loans, (iib) reduce the rate of interest or fees payable on any Construction Loan AdvanceLoan, (iiic) reduce or forgive the principal amount of any Construction Loan AdvanceRevolving Credit Loan, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Revolving Credit Loan Advance or the time or times of payment of interest on any Construction Revolving Credit Loan Advance or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan AdvanceRevolving Credit Loan, (vif) release the any Borrower from the Obligations (other than Hedging Obligations) hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's ’s rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xh) amend the provisions of this Section 12.11 10.10 or the definition of Required LendersLenders or (i) extend the time of the obligation of the Lenders holding Commitments to make Loans, in each case, without the prior written consent of each LenderLender directly affected thereby or (ii) release the Company’s guarantee set forth in Article XI without the prior written consent of all of the Lenders. In addition, no amendment, waiver or consent to the provisions of Article XI IX shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the each Borrower; providedprovided that, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including, without limitation, pursuant to Section 2.6 except as otherwise set forth in such Section 2.6), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation (except as the rate of interest may fluctuate pursuant to the provisions of Section 4.1), (d) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vie) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of any collateral securing the Collateral Credit Facility, (f) amend or release any Security Document waive the provisions of Section 8.17, (other than asset sales permitted pursuant to g) amend or waive the provisions of Section 9.5 and as otherwise specifically permitted 9.1, (h) amend or contemplated in this Agreement waive the provisions of Section 10.5, (i) amend the provisions of Section 11.1 or the applicable Security Documentdefinition of Default or Event of Default, (j) amend the provisions of the last sentence of Section 10.4 or (xk) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender; provided, further, that the Borrowers may, subject to the terms and conditions of Section 2.7 and upon the consent of the Administrative Agent (which consent shall not be unreasonably withheld), increase the Aggregate Commitment either by designating a lender not theretofore an existing Lender to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased, without the further consent of each other Lender (such consent being hereby deemed to be granted by each other such Lender upon execution of this Agreement). In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall (ia) increase the Aggregate Commitment or increase the amount of any Lenderthe Loans, (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the any Borrower from the Obligations (other than Hedging Obligations) hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the a Borrower's ’s rights and obligations hereunder, (ixh) release all amend Section 5.4 or any material portion Section 5.5 in a manner that would alter the pro rata sharing of the Collateral or release any Security Document payments required thereby, (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xi) amend the provisions of this Section 12.11 14.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (j) extend the time of the obligation of the Lenders holding Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of Neither this Agreement or nor any other Loan Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andterminated except, in the case of this Agreement, pursuant to an amendment, signed agreement or agreements in writing entered into by the BorrowerBorrowers, the Administrative Agent, and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Agents party thereto; provided that the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; provided, that however, that: no such amendment, waiver change, waiver, discharge or termination shall, without the consent shall (i) increase of each Lender affected thereby: extend the Commitment final maturity of any LenderLoan or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, provided that this clause (iiA) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; reduce the rate, or extend the time of payment, of interest or change the manner of computation of any financial covenant used in determining the Applicable Margin that could result in the reduction of the rate of interest on any Loan (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees payable on any Construction Loan Advance, (iii) hereunder; reduce or forgive waive the principal amount of any Construction Loan Advance, or any LC Disbursement; increase the Commitment of a Lender over the amount thereof in effect (iv) extend the originally scheduled time or times of payment of the principal it being understood and agreed that a waiver of any Construction Loan Advance Default or Event of Default or a mandatory reduction in the time or times Commitments shall not constitute a change in the terms of payment any Commitment of interest on any Construction Loan Advance or Lender); release any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from its respective obligations under the Obligations hereunderLoan Documents, (vii) release any Guarantor from including, without limitation, Caxxxxxxx xith respect to its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in Article X of this Agreement) of ; amend, modify or waive any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions provision of this Section 12.11 11.01 or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver ; or consent to the provisions assignment or transfer by any Borrower of any of its respective rights and obligations under (or in respect of) the Loan Documents, except as permitted thereby; no provision of Article XI shall IX may be made amended without the written consent of the Administrative Agent, no provision of Section 2.06 may be amended without the consent of each Issuing Lender and no provision of Section 2.02(d) may be amended 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, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to allow any Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. (a) Except as set forth below Unless otherwise provided herein, no amendment to or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement Agreement, or of any of the other Loan Documents may Documents, nor consent to any departure by Borrower herefrom or therefrom, shall be amended or waived effective unless it is in writing and signed by the authorized officers of Borrower and Required Lenders; provided, and however, that any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver modification or consent shall be effective only in the specific instance and for the purpose for which given, and no such amendment, modification or consent shall, unless signed by authorized officers of Borrower and all of the Lenders: (i) increase change the Letter of Credit Commitment or any Revolving Commitment, or Term 1 Commitment or Term 2 Commitment of any LenderLender or subject it to a greater obligation than expressly provided for herein, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Advance or change the rate, or mechanism for determining the rate, of interest on any Advance or any fees or other amounts payable by Borrower hereunder, (iii) change the regularly scheduled dates for payments of principal or interest of any Advance or other fees or amounts payable to Lenders under the Loan AdvanceDocuments (including, without limitation, the Revolver Maturity Date), (iv) extend change the originally scheduled time or times provisions of payment of Section to the principal detriment of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoLender, (v) permit any subordination change the definition of the principal or interest on any Construction Loan Advance"Required Lenders" hereunder, (vi) release change the Borrower from the Obligations hereunderprovisions of this Section, (vii) release any Guarantor of the Collateral (except in the ordinary course of business or as otherwise expressly permitted by the terms of this Agreement) or any Covered Person from its obligations under the Guaranty Agreement Loan Documents, or (viii) change any provisions hereof requiring ratable distributions to the Lenders. No notice to or demand on Borrower in any case shall entitle Borrower to any other than or further notice or demand in similar or other circumstances. No failure by Agent or any Lender to exercise, and no delay by Agent or any Lender in exercising, any right, remedy, power or privilege hereunder shall operate as specifically permitted a waiver thereof, nor shall any single or contemplated partial exercise by Agent or any Lender of any right, remedy, power or privilege hereunder preclude any other exercise thereof, or the exercise of any other right, remedy, power or privilege. Each and every right granted to Agent and the Lenders hereunder or under any other Loan Document or other document delivered hereunder or in connection with this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted allowed to it at law or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI equity shall be made without the written consent of the Administrative Agentdeemed cumulative and may be exercised from time to time.

Amendments, Waivers and Consents. (a) Except as set forth below None of this Agreement any other Loan Document or as specifically provided any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated except, in any Loan Document, any term, covenant, agreement or condition the case of this Agreement or any of the other Loan Documents may be amended Document, pursuant to an agreement or waived agreements or a consent or consents in writing entered into by the Borrower, the Manager, to the extent it is a party thereto, the Required Lenders, and the Agent; provided that the foregoing shall not restrict the ability of the Required Lenders to waive any consent given by Event of Default prior to the Lenderstime the Agent shall have declared, ifor the Required Lenders shall have requested the Agent to declare, but only ifthe Loans immediately due and payable pursuant to Article IX; provided, however, that: (i) no such amendment, waiver change, waiver, discharge or termination shall, without the consent is of each Lender affected thereby: (A) extend the Revolving Termination Date (other than in writing signed by accordance with the procedures sets forth in Section 2.08) or extend or waive the Maturity Date or any payment of the Loans due thereon; provided that this clause (A) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or by waiver), prior to the Administrative time the Agent with the consent of shall have declared, or the Required LendersLenders shall have requested the Agent to declare, the Loans immediately due and payable pursuant to Article IX; (B) and delivered to reduce the Administrative Agent andrate, or extend the time of payment, of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (C) reduce or waive the case principal amount of an amendment, signed by the Borrowerany Loan; provided, that no amendment, waiver or consent shall (iD) increase the Commitment of a Lender over the amount then in effect (it being understood and agreed that a waiver of any Default, Manager Default, Manager Event of Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender, ); (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixE) release all or any material portion substantially all of the Collateral or securing the Credit Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Security Document Collateral that is sold or transferred by the Borrower in compliance with Section 7.05); (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted F) release any Facility Party from its respective obligations under the Loan Documents and/or the Management Documents; (G) amend, modify or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions waive any provision of this Section 12.11 11.03 or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; (H) amend or modify or, in each caseif applicable, without waive the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent effects of the Administrative Agent.definition of “Advance Rate”, “Borrowing Base ”, “Collateral Deficiency”, “Eligible Lease”,

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in the Credit Agreement or any other Loan DocumentDocument (including, without limitation, Section 2.9), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; providedprovided that, that except as specifically set forth in Section 2.9, no amendment, waiver or consent shall (a) increase (i) increase the Commitment of any Lender, (ii) the Alternative Currency Commitment or (iii) the Swingline Commitment, (b) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (viig) release any Subsidiary Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Subsidiary Guaranty Agreement), (viiih) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixi) release all or any material portion Collateral the fair market value of the Collateral which exceeds $1,000,000 or release any Security Document (other than asset sales permitted pursuant to Section 9.5 10.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (j) or amend the definition of Alternative Currency, (xk) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, (l) extend the time of the obligation of the Lenders to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each LenderLender or (m) amend or waive the provisions of Section 2.7(b). In addition, no amendment, waiver or consent to the provisions (a) of Article XI XII shall be made without the written consent of the Administrative Agent, (b) of Article III shall be made without the written consent of the Issuing Lender, (c) relating to Swingline Loans or the Swingline Facility shall be made without the written consent of the Swingline Lender and (d) relating to Alternative Currency Loans or the Alternative Currency Facility shall be made without the written consent of the Alternative Currency Lender.

Amendments, Waivers and Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) Except any increase in the Commitment hereunder (except as set forth below specified in Section 2.9(b) hereof), (b) the extension of (i) the maturity of the Loans, (ii) the payment date of interest or any scheduled principal payment, or (iii) the date of payment of commitment or fees payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 11.3), or in any amount of interest or scheduled principal due on any Loan, or the payment of commitment fees hereunder; (d) any change in the manner of pro rata application of any payments made by Borrowers to the Lenders hereunder, (e) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (f) the release of any Borrower or Guarantor of Payment, except as specifically provided permitted hereunder, or (g) any amendment to this Section 11.3 or Section 8.5 hereof. Notice of amendments or consents ratified by Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan Document, Loan) shall be bound by any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed obtained as authorized 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, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition 11.3, regardless of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent its failure to the provisions of Article XI shall be made without the written consent of the Administrative Agentagree thereto.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan AdvanceTerm Loan, (iii) reduce or forgive the principal amount of any Construction Loan AdvanceTerm Loan, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Term Loan Advance or the time or times of payment of interest on any Construction Term Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan AdvanceTerm Loan, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.other

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically otherwise provided herein or in any of the other Loan DocumentDocuments, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; providedPROVIDED, that no amendment, waiver or consent shall (i) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or to repay the Reimbursement Obligations, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation, or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation, (iii) reduce the rate of interest or fees payable on any fee Loan (other than amendments or commission waivers with respect theretoto interest paid at the default rate pursuant to Section 5.1(c)), (viv) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (viv) release reduce the Borrower from the Obligations hereunder, (vii) "Guaranteed Obligations" as defined in Subsidiary Guaranty or release any Subsidiary Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement)Subsidiary Guaranty, (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xvi) amend the provisions of this Section 12.11 14.10, the number of Lenders required to approve any amendment or waiver otherwise set forth herein, or the definition of Required Lenders, in each case, without the prior written consent of each LenderLender and the Issuing Bank. In addition, (a) no amendment, waiver or consent to the provisions of Article XI 13 shall be made without the prior written consent of the Administrative Agent, (b) no amendment, waiver or consent to any provision of this Agreement affecting the rights, obligations or remedies of the Issuing Bank shall be made without the prior written consent of the Issuing Bank, (c) no amendment, waiver or consent to any provision of this Agreement affecting the rights, obligations or remedies of the Term Loan Lenders shall be made without the prior written consent of the Term Loan Lenders holding at least fifty-one percent (51%) of the outstanding Term Loans and (d) no amendment, waiver or consent to any provision of this Agreement affecting the rights, obligations or remedies of the New Facility Lenders shall be made without the prior written consent of the New Facility Lenders holding at least fifty-one percent (51%) of the outstanding New Facility Loans.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, provided that no amendment, waiver or consent shall shall, without the consent of each Lender affected thereby, (ia) increase the Commitment amount of any Lender’s Commitment or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Loan Advance or any fee Reimbursement Obligation (except as expressly contemplated by Sections 2.7 or commission with respect thereto2.8), (vc) permit any subordination reduce the rate of the principal interest or interest fees payable on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement or Reimbursement Obligation (other than as specifically permitted a result of (x) waiving the applicability of any post-default increases in interest rates or contemplated (y) an amendment approved by the Required Lenders as set forth in this Agreement the definition of “Applicable Percentage” following the withdrawal by S&P and/or Xxxxx’x of an Applicable Rating) (d) reduce the principal amount of any Loan or the Guaranty Agreement)Reimbursement Obligation, (viiie) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers’ rights and obligations hereunder, (ixf) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) Company from its guaranty hereunder or (xg) amend the provisions of this Section 12.11 or the percentage set forth in the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (i) Article XI XII shall be made without the written consent of the Administrative Agent., (ii) Section 2.6 shall be made without the consent of the Swingline Lender and (iii) Article III shall be made without the written consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. 104

Amendments, Waivers and Consents. (a) Except as expressly set forth below or as specifically provided in any Loan Documentthis Section, any term, covenant, agreement or condition of this Agreement AGREEMENT or of any of the other Loan Documents CREDIT DOCUMENTS may be amended or waived by the LendersREQUIRED LENDERS on behalf of the LENDERS, and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent REQUIRED LENDERS on behalf of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerLENDERS; provided, however, that no amendment, waiver or consent shall shall, without the prior written consent of all of the LENDERS: (ia) increase the Commitment principal amount or extend the time for payment of any Lender, of the LOANS; (iib) reduce the rate of interest change any COMMITMENT PERCENTAGE or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount COMMITMENT AMOUNT of any Construction Loan AdvanceLENDER (except as specifically permitted to reflect an increase in the MAXIMUM AGGREGATE LOAN AMOUNT pursuant to the provisions of Section 2.1.9 hereof, or an assignment pursuant to the assignment provisions of Section 10.1.2 of this AGREEMENT); (ivc) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance of the LOANS or the time or times of payment of interest on any Construction Loan Advance of the LOANS; (d) increase or reduce the rate of interest or fees payable on any fee of the LOANS or commission with respect thereto, as otherwise required by the CREDIT DOCUMENTS; (ve) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) LOANS; release substantially all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement COLLATERAL or the applicable Security Document) or GUARANTORS; (xg) amend the provisions of this Section 12.11 10.4 or of Section 6.3 or the definition definitions of Required LendersADMINISTRATIVE AGENT, APPLICABLE PERCENTAGE, BORROWER, LENDERS, COMMITMENT AMOUNT, COMMITMENT PERCENTAGE, or REQUIRED LENDERS, or modify in each caseany other manner the number or percentage of LENDERS required to make any determinations, waive any rights, or modify any provisions of this AGREEMENT; (h) reduce or forgive any commitment fees payable in accordance with Section 2.1.7 of this AGREEMENT; (i) waive any EVENT OF DEFAULT arising pursuant to a violation of either Section 6.3 or Section 7.1 of this AGREEMENT; (or) (j) waive the condition precedent to advances of proceeds of the LOANS set forth in Section 2.1.4 of this AGREEMENT with respect to any then continuing EVENTS OF DEFAULT. Except as expressly provided to the contrary in this AGREEMENT and with the exception of amendments to any provision of Article 9 of this AGREEMENT, this AGREEMENT may not be amended without the prior written consent of each Lenderthe BORROWER. In additionThe ADMINISTRATIVE AGENT and all of the LENDERS may amend or modify any provision of Article 9 of this AGREEMENT (excluding (i) those provisions relating to the consent rights of the BORROWER, no amendmentand (ii) those provisions relating to the qualifications of a successor ADMINISTRATIVE AGENT) without the need for any consent or approval from the BORROWER, waiver or consent to it being acknowledged that the BORROWER is not a third-party beneficiary of any of the provisions of Article XI shall be made 9 (without implying that the written consent of the Administrative AgentBORROWER has any other third-party beneficiary rights).

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by the Required Lenders (Lenders, provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall, without the consent of the Required Lenders) and delivered to the Administrative Agent andeach Lender affected thereby, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) extend the scheduled maturities (including the final maturity and any mandatory scheduled prepayments) of any Loan, or any portion thereof, 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 or reduce the principal amount thereof, or increase the Commitments of the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Lender), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and guaranty obligations hereunder, (ixiii) release all amend, modify or waive any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions provision of this Section 12.11 or Section 3.5, 3.11, 3.12, 3.13, 3.14, 5.1, 5,2, 9.1(a), 11.2, 11.3, or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or (v) consent to the provisions assignment or transfer by any Borrower (or Guarantor) of Article XI shall any of its rights and obligations under (or in respect of) this Credit Agreement or (vi) release all or any substantial part of a ny collateral. No provision of Section 9 may be made amended without the written consent of the Administrative Agent. 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.

Amendments, Waivers and Consents. (a) Except as set forth below Any amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given to any departure by the Lenders, if, but Pledgor from any provision of this Agreement shall be effective only if, if such amendment, waiver or consent is in writing duly signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) Pledgor and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required LendersAgent, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without with the written consent of the Administrative AgentMajority Holders; provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the term "Class" shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the Lenders and (y) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other creditors may be added as "Secured Parties" hereunder (either as part of an existing Class of creditors or as a newly created Class), and that such addition shall not require the written consent of the Requisite Holders of the various Classes. For the purpose of this Agreement, the term "Requisite Holders" of any Class shall mean each of (i) with respect to any approval to be obtained in respect of the Credit Obligations, the portion of the Lenders required for such approval under the Credit Agreement, and (ii) with respect to any other class of Additional Secured Debt, the holders of at least a majority of such Class of Additional Secured Debt outstanding from time to time. Failure of the Collateral Agent or any Secured Party to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing 77 signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated pursuant to Section 2.8), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xg) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither this Credit Agreement nor -------------------------------- any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by entered into by, or approved in writing by, the Required Lenders (and the Borrower; provided that no such amendment, -------- change, waiver, discharge or by the Administrative Agent with termination shall, without the consent of the Required Lenders) and delivered to the Administrative Agent andeach Lender, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) extend the final maturity of any Loan, or any portion thereof, 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 or reduce the principal amount thereof, or increase the Commitments of the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the 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), (ii) reduce except as contemplated by Section 11.16, including as the rate result of interest or fees payable on any Construction Loan Advancein connection with a dissolution, (iiimerger or disposition of a Consolidated Subsidiary permitted by Section 8.3(a), Section 8.3(b) reduce or forgive Section 8.3(c), release or subordinate the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment Lien of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated Agent in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion substantially all of the Collateral or release all or substantially all of the Guarantors from the guaranty obligations hereunder, (iii) amend, modify or waive any Security Document provision of this Section or Section 3.6, 3.10, 3.11, 3.12, 3.13, 5.1, 5.2, 9.1(a), 9.1(f), 11.2, 11.3, 11.5 or 11.9, (other than asset sales permitted iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the assignment or transfer by the Borrower (or any Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents to which it is a party; provided, further, that, upon the -------- ------- occurrence and during the continuance of an Event of Default, the Required Lenders may (with notice to, but without the consent of, the Borrower) amend the order in which payments are allocated pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document3.14(ii)(b) or (x) amend the provisions FIRST through SIXTH. No provision of this Section 12.11 or the definition of Required Lenders, in each case, 2.2 may be amended without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Issuing 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 without the consent of the Agent.

Amendments, Waivers and Consents. (a) Except as expressly set forth below or as specifically provided in any Loan Documentthis Section, any term, covenant, agreement or condition of this Agreement AGREEMENT or of any of the other Loan Documents CREDIT DOCUMENTS may be amended or waived by the LendersREQUIRED LENDERS on behalf of the LENDERS, and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent REQUIRED LENDERS on behalf of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerLENDERS; provided, however, that no amendment, waiver or consent shall shall, without the prior written consent of all of the LENDERS: (ia) increase the Commitment principal amount or extend the time for payment of any Lender, of the LOANS; (iib) reduce the rate of interest change any COMMITMENT PERCENTAGE or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount COMMITMENT AMOUNT of any Construction Loan Advance, LENDER (ivexcept as specifically permitted to reflect an assignment pursuant to the assignment provisions of Section 10.1.2 of this AGREEMENT); (c) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance of the LOANS or the time or times of payment of interest on any Construction Loan Advance of the LOANS; (d) increase or reduce the rate of interest or fees payable on any fee of the LOANS or commission with respect thereto, as otherwise required by the CREDIT DOCUMENTS; (ve) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, LOANS; (ixf) release substantially all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement COLLATERAL or the applicable Security Document) or GUARANTORS; (xg) amend the provisions of this Section 12.11 10.4 or of Section 6.3 or the definition definitions of Required LendersADMINISTRATIVE AGENT, APPLICABLE PERCENTAGE, BORROWER, LENDERS, COMMITMENT AMOUNT, COMMITMENT PERCENTAGE, or REQUIRED LENDERS, or modify in each caseany other manner the number or percentage of LENDERS required to make any determinations, waive any rights, or modify any provisions of this AGREEMENT; (h) reduce or forgive any commitment fees payable in accordance with Section 2.1.7 of this AGREEMENT; (i) waive any EVENT OF DEFAULT arising pursuant to a violation of either Section 6.3 or Section 7.1 of this AGREEMENT; (or) (j) waive the condition precedent to advances of proceeds of the LOANS set forth in Section 2.1.4 of this AGREEMENT with respect to any then continuing EVENTS OF DEFAULT. Except as expressly provided to the contrary in this AGREEMENT and with the exception of amendments to any provision of Article 9 of this AGREEMENT, this AGREEMENT may not be amended without the prior written consent of each Lenderthe BORROWER. In additionThe ADMINISTRATIVE AGENT and all of the LENDERS may amend or modify any provision of Article 9 of this AGREEMENT (excluding (i) those provisions relating to the consent rights of the BORROWER, no amendmentand (ii) those provisions relating to the qualifications of a successor ADMINISTRATIVE AGENT) without the need for any consent or approval from the BORROWER, waiver or consent to it being acknowledged that the BORROWER is not a third-party beneficiary of any of the provisions of Article XI shall be made 9 (without implying that the written consent of the Administrative AgentBORROWER has any other third-party beneficiary rights).

Amendments, Waivers and Consents. (a) Except as set forth below Any amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Mortgage and any consent given to any departure by the LendersMortgagor from any provision of this Mortgage shall be effective only if made or given in compliance with all of the terms and provisions of the Credit Facility Documents and the Additional Debt Documents necessary for amendments or waivers of, ifor consents to any departure by the Mortgagor from any provision of the Credit Facility Documents or any Additional Debt Document, but as the case may be, and only if, if such amendment, waiver or consent is in writing duly signed by the Required Lenders Mortgagor and the Mortgagee (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, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative AgentMajority Holders, unless such consent would not be required under the Credit Facility Documents); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Mortgage, the term “Class” shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the Bank Secured Parties and (y) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other creditors may be added as “Secured Parties” hereunder (either as part of an existing Class of creditors or as a newly created Class), and that such addition shall not require the written consent of the Requisites Holders of the various Classes. For the purpose of this Mortgage, the term “Requisite Holders” of any Class shall mean each of (i) with respect to the Credit Agreement, the Required Lenders (as that term is defined in the Credit Agreement) and (ii) with respect to any other class of Additional Secured Debt, the holders of more than fifty percent (50%) of such class of Additional Secured Debt outstanding from time to time. Any agreement made by Mortgagor and Mortgagee after the date of this Mortgage relating to this Mortgage shall be superior to the rights of the holder of any intervening or subordinate lien or encumbrance. Failure of the Mortgagee or any Secured Party to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Mortgagee or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan DocumentDocument (including, without limitation, Section 2.9), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; providedprovided that, that except as specifically set forth in Section 2.9, no amendment, waiver or consent shall (ia) increase the Revolving Credit Commitment of any Lender, the Term Loan Commitment of any Lender or the amount of the Loans, (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation or any fee or commission with respect thereto, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation (including, without limitation, the Revolving Credit Maturity Date and the Term Loan Maturity Date) or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the any Borrower from the Obligations (other than Hedging Obligations) hereunder, (viig) release the Domestic Borrower from its Obligations under the Domestic Borrower Guaranty Agreement, (h) release any Guarantor Material Subsidiary from its obligations Obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Subsidiary Guaranty Agreement), (viiii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations of any Borrower hereunder, (ixj) release all or any material portion of the Collateral any collateral or release any Security Document applicable security document (other than asset sales permitted pursuant to Section 9.5 11.5 and as otherwise specifically permitted or contemplated in this Agreement or any applicable security document), (k) amend the applicable Security Document) or definition of Alternative Currency, (xl) amend the provisions of this Section 12.11 15.11 or the definition of Required LendersLenders or (m) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each LenderLender (other than with respect to clause (m) above, in which case consent rights shall apply only to each Lender holding Revolving Credit Loans or a Revolving Credit Commitment). In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIV shall be made without the written consent of the Administrative AgentAgents, (b) Article III without the written consent of the Issuing Lender, (c) any provision of this Agreement relating to Swingline Loans or the Swingline Facility without the written consent of the Swingline Lender and (d) any provision of this Agreement relating to Alternative Currency Loans or the Alternative Currency Facility without the written consent of the Alternative Currency Lender. Furthermore, the Borrowers shall forward any request for any amendment, waiver or consent to the Agents.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may Document (other than the Fee Letter), or consent to any departure by Borrowers therefrom, shall in any event be amended effective unless the same shall be in writing and signed by Borrower Agent on behalf of each Borrower and/or other Loan Party party thereto and the Required Lenders (or waived by the LendersAgent at their instruction on their behalf), and any consent given by the Lenders, if, but only if, then such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by Borrower Agent on behalf of each Borrower and/or other Loan Party party thereto and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of any Lender“Required Lenders”, “Super Majority Lenders”, “Alternate Currency” or “Pro Rata Share”; (iic) amend this Section 12.5; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any Construction Loan Advancefees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (ivf) extend the originally scheduled time or times of payment of the principal stated expiry date of any Construction Loan Advance or Letter of Credit beyond the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Termination Date (vexcept as provided in 2.13(a) permit any subordination of the principal or interest on any Construction Loan Advance, hereof); (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all or substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any material portion other Loan Document (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of Agent’s Liens on any ABL Priority Collateral or release any Security Document on all or substantially all of the other Collateral (other than asset sales permitted pursuant to Section 9.5 and except as otherwise specifically permitted or contemplated expressly provided in this Agreement or the applicable Security Document) or Loan Documents); (xj) amend any of the provisions of this Section 12.11 10.5; or (k) increase any advance rates under the definition of Required LendersBorrowing Base (provided that the foregoing shall not impair the ability of Agent to add, remove, reduce or increase reserves against the Borrowing Base in each case, without the prior written consent of each Lender. In addition, accordance with Section 2.1(b)); provided further that no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, Alternate Currency, the Borrowing Base, the Eligible Inventory, or the Eligible Receivables in accordance with Section 2.1(b)) or amend, waive, consent to or change the limit on Alternate Currency Borrowings in Section 2.1(a), to the provisions of Article XI shall be made extent that any such change results in more credit being available to Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of the Administrative Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase the amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this Agreement or any other Loan Document, (iii) the Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) Agent, in addition to the Lenders required above, take any action that affects the rights or duties of Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan DocumentDocument (including, without limitation, Section 2.5), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that that, except as specifically set forth in Section 2.5, no amendment, waiver or consent shall (i) (a) increase the Commitment amount of any Lenderthe Loans, (iib) reduce the rate of interest or fees payable on any Construction Loan AdvanceLoan, (iiic) reduce or forgive the principal amount of any Construction Loan AdvanceLoan, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan AdvanceLoan, (vif) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted Hedging Obligations) hereunder or contemplated in this Agreement or the Guaranty Agreement), (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's ’s rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each LenderLender directly affected thereby, and (ii) amend the provisions of this Section 10.10 or the definition of Required Lenders (it being understood that, solely with the consent of the parties prescribed by Section 2.5 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Loans are included on the Closing Date), without the prior written consent of all Lenders hereunder. In addition, no amendment, waiver or consent to the provisions of Article XI IX shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; provided, provided that no amendment, waiver or consent shall (ia) except as specifically set forth in Section 2.8 and this Section 13.12, increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans (including, without limitation, pursuant to Section 2.7), (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceexcept as specifically set forth in Section 2.7 hereof, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoLoan, (vc) reduce the rate of interest or fees payable on any Loan, (d) permit any subordination of the principal or interest on any Construction Loan AdvanceLoan, (vi) release the Borrower from the Obligations hereunder, (viie) release any Guarantor from its obligations under the Guaranty Agreement Collateral (other than as specifically provided in this Section 13.12) or Security Document (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (f) reduce the "Guaranteed Obligations" as defined in Section 10.1 or release the Guarantor from its obligations under Article X, (xg) amend the provisions of this Section 12.11 13.12 or the definition of Required Lenders or (h) amend the definition of Borrowing Base (except that the advance rate with respect to Eligible Loans may be increased to a percentage less or equal to seventy five percent (75%) upon the written consent of the Required Lenders, in each case), without the prior written consent of each Lender; and provided further that so long as no Default or Event of Default has occurred or is continuing, upon the request of the Borrower the Agent may, in its reasonable discretion, release any Collateral pledged by the Borrower under the Borrower Pledge Agreement on the basis of the sale or transfer of notes, warrants or other securities in the ordinary course of business of the Borrower and in accordance with the terms of the applicable instruments governing said notes, warrants or securities; and provided further that the Borrower may, subject to the terms and conditions of Section 2.8 and upon the consent of the Agent (which consent shall not be unreasonably withheld), increase the Aggregate Commitment either by designating a lender not theretofore an existing Lender to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as Any provision in this Agreement, the Notes or the other Notes Documents to the contrary notwithstanding, changes in or additions to this Agreement may be made, and compliance with any covenant or provision herein set forth below may be omitted or waived, if the Company shall, as specifically provided long as any Notes are outstanding, obtain consent thereto in writing from the Majority Holders, and the Majority Holders shall, in any Loan Documentcase, any termdeliver copies of such consent in writing to all other holders of Notes; provided that the consent of each affected Noteholder shall be required to waive, covenantextend, agreement forgive or condition otherwise alter the principal amount or other terms of this Agreement the Notes or to cancel, release or agree to discharge payment of any of the other Loan Documents may be amended Noteholder Obligations, to reduce or waived by to postpone the Lendersdate fixed for the payment of the principal (including any required redemption) or interest payable on any Note to alter or amend any provisions relating to prepayments, and mandatory purchase or redemption, to release Liens upon the Collateral or any Guarantor under any Guaranty, to alter the terms of subordination (including, without limitation, the Intercreditor Agreement (Senior Debt)), or to alter or amend the consent given by the Lenders, if, but only if, such amendment, mechanism provided for under Section 9.22 or this Section 9.2. Any waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent may be given subject to satisfaction of the Required Lenders) conditions stated therein and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, any waiver or consent shall (i) increase be effective only in the Commitment specific instance and for the specific purpose for which given. Written notice of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection shall promptly be delivered by the Company to any holders who did not execute the same. Any amendments or modifications made or purported to be made under this Section 9.2 shall be subject to the provisions of Article XI shall be made without the written consent of the Administrative AgentIntercreditor Agreement (Senior Debt).

Amendments, Waivers and Consents. (a) Except as otherwise expressly set forth below herein, with the written consent of the Majority Banks, the Agent shall, subject to the provisions of this paragraph 13, from time to time enter into agreements amendatory or as specifically provided in supplemental hereto with the Company for the purpose of changing any Loan Document, any term, covenant, agreement or condition provisions of this Agreement or the Notes, or changing in any manner the rights of the other Loan Documents may Banks, the Agent or the Company hereunder and thereunder, or waiving compliance with any provision of this Agreement or consenting to the non-compliance thereof. Notwithstanding the foregoing, the consent of all of the Banks shall be amended or waived by the Lenders, and required with respect to any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by (i) changing the Required Lenders Aggregate Commitments or the Commitment of any Bank or (ii) changing the maturity of any Loan, or by the Administrative Agent with rate of interest of, time or manner of payment of interest on or principal of, or the consent principal amount of any Loan, or the Required Lenders) and delivered to the Administrative Agent andamount, in the case time or manner of an amendmentpayment of any fees hereunder, signed by the Borrower; provided, that no amendmentor modifying this paragraph 13. Any such amendment or supplemental agreement, waiver or consent shall (i) increase apply equally to each of the Commitment Banks and shall be binding on the Company and all of the Banks and the Agent. Any waiver or consent shall be for such period and subject to such conditions or limitations as shall be specified therein, but no waiver or consent shall extend to any subsequent or other Event of Default, or impair any right or remedy consequent thereupon. In the case of any Lenderwaiver or consent, (ii) reduce the rate rights of interest or fees payable on any Construction Loan Advancethe Company, (iii) reduce or forgive the principal amount Banks and the Agent under this Agreement and the Notes shall be otherwise unaffected. Nothing contained herein shall be deemed to require the Agent to obtain the consent of any Construction Loan Advance, (iv) extend Bank with respect to any change in the originally scheduled time amount or times terms of payment of the principal Agent's Fees. The Company shall be entitled to rely upon the provisions of any Construction Loan Advance such amendatory or the time supplemental agreement, waiver or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of consent if it shall have obtained any of the Borrower's rights and obligations hereundersame in writing from the Agent who therein shall have represented that such agreement, (ix) release all waiver or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated consent has been authorized in this Agreement or the applicable Security Document) or (x) amend accordance with the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agentparagraph 13.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any Subject to Section 6.04 of the other Loan Documents Intercreditor and Collateral Agency Agreement, as in effect on the date hereof, neither this Agreement, nor any terms hereof, may be amended waived, amended, supplemented or waived by the Lendersmodified, and no consent may be granted by any Agent hereunder, except with the written consent given by of the LendersBorrower and the Majority Common Creditors, ifprovided that no such waiver, but only if, such amendment, waiver supplement, modification or consent is in writing shall, unless signed by the Required Lenders (or by the Administrative Agent with the consent Borrower and all of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall : (i) increase the Commitment waive, amend, supplement or modify any provision of any Lender, this Section 9.01; (ii) reduce the rate release any Obligor party to any Subsidiary Guaranty from any of interest or fees payable on any Construction Loan Advance, its guarantee obligations; (iii) reduce or forgive release any Collateral, other than in accordance with Section 82; (iv) increase the principal amount of any Construction Loan AdvanceSecured Obligation or raise the rate of interest thereon or change the currency thereof; (v) other than during the existence of an Event of Default, (iv) extend accelerate the originally scheduled time or times date of payment of the any principal amount of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance Secured Obligation, or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, thereon; (vi) release the Borrower from the Obligations hereunder, increase any fees or other amounts payable under any Facility Agreement; (vii) release consent to the assignment or transfer by the Borrower or any Guarantor from its obligations other Obligor of any rights or Obligations hereunder or under the Guaranty Agreement (any other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), Loan Document; (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) modify the definitions of any of the Borrower's rights and obligations hereunder, “Majority Common Creditors”; (ix) release waive, amend, supplement or modify any condition set forth in Article 4 (provided that “all Lenders” in the case of this clause (ix) shall include only those Lenders required to make any Advance that would be subject to the conditions sought to be so waived, amended, supplemented or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) modified); or (x) amend reduce the provisions of this Section 12.11 or the definition of Required Lendersaggregate Commitments under any Facility, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agentexcept for pro rata reductions on all Facilities.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) release the Borrower from its Obligations hereunder, (b) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivc) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect theretofees, (vd) reduce the principal of or rate of interest payable on any Loan or Reimbursement Obligation or any fees hereunder, (e) amend the definition of Alternative Currency, (f) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vig) release the Borrower from the Obligations hereunder, (vii) release or discharge any Subsidiary Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Subsidiary Guaranty Agreement), (viiih) permit any assignment (other than as specifically permitted or contemplated in this Agreement) amend the provisions of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document13.10(a) or (xi) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI XII shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document, or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with Agents on their behalf), or by the consent of Borrowers and the Required LendersSupermajority Lenders (or by the Agents on their behalf) and delivered to the Administrative Agent and, in the case of an any amendment, signed waiver or consent with respect to the definitions of "Eligible Inventory" and "Eligible Receivables" and the second sentence of Section 2.1(c), in each case without taking into account the Commitments or Loans held by Defaulting Lenders, and then such amendment, waiver or consent shall be effective only in the Borrowerspecific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and all the Lenders (other than any Defaulting Lender), do any of the following at any time: (a) change the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of any Lender, "Required Lenders" or "Supermajority Lenders"; (iic) amend this Section 11.5; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or any Construction Loan Advance, fees or other amounts payable hereunder; (ive) extend the originally scheduled time or times of postpone any date on which any payment of principal of, or interest on, the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance Loans or any fee fees or commission with respect thereto, other amounts payable hereunder is required to be made; (vf) permit any subordination of the principal increase advance rates against Eligible Receivables or interest on any Construction Loan Advance, Eligible Inventory; or (vig) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral except as otherwise provided in this Agreement, permit the creation, incurrence, assumption or existence of any Lien on any item of Collateral, or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or guaranty of the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required LendersObligations, in each caseprovided, without the prior written consent of each Lender. In addition, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender, and (ii) the Agents, in addition to the provisions of Article XI shall be made without Lenders required above, to take any such action that affects the written consent rights or duties of the Agents under this Agreement or any other Loan Document. Anything contained herein to the contrary notwithstanding, the Agents are hereby authorized, on behalf of the Lenders, to execute such documents as may be required to terminate Liens on such Collateral as any Loan Party is authorized to sell, transfer or otherwise dispose of in accordance with the terms hereof, provided that the Administrative AgentBorrower has requested such release of Liens by the Agents in accordance with the terms hereof.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document-------------------------------- below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xf) amend the provisions of this Section 12.11 14.11 or the definition of Required Lenders, in each caseor (g) release any collateral or guarantor, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI 13 shall be made without the written consent of the Administrative AgentAgent and (b) Article 3 without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall shall, without the -------- consent of each Lender affected thereby, (ia) increase the Commitment amount of any Lender's Commitment or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Loan Advance or any fee Reimbursement Obligation (except as expressly contemplated by Sections 2.7 or commission with respect thereto2.8), (vc) permit any subordination reduce the rate of the principal interest or interest fees payable on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement or Reimbursement Obligation (other than as specifically permitted a result of (x) waiving the applicability of any post-default increases in interest rates or contemplated (y) an amendment approved by the Required Lenders as set forth in this Agreement the definition of "Applicable Percentage" following the withdrawal by S&P and/or Xxxxx'x of an Applicable Rating) (d) reduce the principal amount of any Loan or the Guaranty Agreement)Reimbursement Obligation, (viiie) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers' rights and obligations hereunder, (ixf) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) Company from its guaranty hereunder or (xg) amend the provisions of this Section 12.11 13.11 or the percentage set forth in the 103 definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (i) Article XI XII shall be made without the written consent of the Administrative Agent, (ii) Section 2.6 shall be made without the consent of the Swingline Lender and (iii) Article III shall be made without the written consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.8 hereof, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall (ia) increase the Aggregate Commitment or increase the amount of any Lenderthe Loans, (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the any Borrower from the Obligations (other than Hedging Obligations) hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the a Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xh) amend the provisions of this Section 12.11 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Revolving Credit Loan Advance or Reimbursement Obligation (except for any waiver of prepayments required pursuant to Section 2.3) or the time or times of payment of interest on any Construction Revolving Credit Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (d) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Revolving Credit Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers' rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xg) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.Section

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee on any Loan, Letter of Credit or commission with respect theretoReimbursement Obligations, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligations, (d) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vie) extend the expiration date of any Letter of Credit beyond the Revolving Termination Date, (f) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (g) waive any Default or Event of Default with respect to non-compliance with Section 10.5 or (xh) amend the provisions of this Section 12.11 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers’ rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xg) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent of or to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III shall be made without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document (other than the Fee Letter and the Amendment Fee Letter), or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with the at their instruction on their behalf), and then such amendment, waiver or consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of any Lender“Required Lenders”, “Super Majority Lenders” or “Pro Rata Share”; (iic) amend this Section 12.5; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any Construction Loan Advancefees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (ivf) extend the originally scheduled time or times of payment of the principal stated expiry date of any Construction Loan Advance or Letter of Credit beyond the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Termination Date; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all or any material portion substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or release any Security Document substantially all of the Collateral (other than asset sales permitted pursuant to Section 9.5 and except as otherwise specifically permitted or contemplated expressly provided in this Agreement or the applicable Security Document) or Loan Documents); (xj) amend any of the provisions of this Section 12.11 10.5; or (k) increase any advance rates under the definition of Required LendersBorrowing Base (provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Borrowing Base in each caseaccordance with Section 2.1(b)); provided further that, without the prior written consent of each Lender. In additionother than as set forth under clause (k), no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Administrative Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, the Borrowing Base or the Eligible Receivables in accordance with Section 2.1(b)) to the provisions of Article XI shall be made extent that any such change results in more credit being available to the Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of the Administrative Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this Agreement or any other Loan Document, (iii) the Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.

Amendments, Waivers and Consents. (a) Except as set forth below No amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended Document (other than the Fee Letter), or waived consent to any departure by the LendersBorrowers therefrom, shall in any event be effective unless the same shall be in writing and any consent given signed by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by Borrowers and the Required Lenders (or by the Administrative Agent with the at their instruction on their behalf), and then such amendment, waiver or consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Borrowerspecific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (ib) increase amend the Commitment definition of “Required Lenders” or “Pro Rata Share” or any Lender, other provision of the Loan Documents expressly requiring pro rata treatment of the Lenders; (iic) amend this Section 12.05; (d) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any Construction Loan Advancefees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (ivf) extend the originally scheduled time or times of payment of the principal stated expiry date of any Construction Loan Advance or Letter of Credit beyond the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Termination Date; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any material portion of the Agent’s Liens on all or substantially all of the Collateral or release contractually subordinate the Obligations in right of payment to any Security Document other Indebtedness for borrowed money (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lendersexcept, in each case, without as expressly provided in the prior written consent Loan Documents); or (j) amend any of each Lender. In additionthe provisions of Section 10.05; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or 108 EXTEND THE EXPIRATION DATE OF ANY COMMITMENT OF SUCH LENDER, (II) THE LETTER OF CREDIT ISSUER, IN ADDITION TO THE LENDERS REQUIRED ABOVE, TAKE ANY ACTION THAT AFFECTS THE RIGHTS OR DUTIES OF THE LETTER OF CREDIT ISSUER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (III) THE SWINGLINE LENDER, IN ADDITION TO THE LENDERS REQUIRED ABOVE, TAKE ANY ACTION THAT AFFECTS THE RIGHTS OR DUTIES OF THE SWINGLINE LENDER, AND (IV) THE AGENT, IN ADDITION TO THE LENDERS REQUIRED ABOVE, TAKE ANY ACTION THAT AFFECTS THE RIGHTS OR DUTIES OF THE AGENT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. ANYTHING IN THIS SECTION 12.05 to the provisions contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of Article XI or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be made without excluded in determining whether all Lenders or the written Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.05(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of the Administrative Agentall Lenders that by its terms specifically discriminates against such Defaulting Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that without the prior written consent of each Lender no amendment, waiver or consent shall shall: (i) increase the Commitment Facility Amount, the Revolving Sublimit or the Letter of any LenderCredit Sublimit, (ii) reduce postpone the rate Maturity Date or change the date on which any monthly payment of interest or fees payable on any Construction Loan Advance, is due; (iii) reduce the Interest Rate payable on any Loan or forgive the principal amount Letter of any Construction Loan Credit Advance, or any Loan Fee; (iv) extend amend the originally scheduled time or times "Advance Rate" percentage set forth in the chart that is part of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, Section 3.3; (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers' rights and obligations hereunder, ; (ixvi) release all or Guarantor; (vii) release any material portion of the Collateral or release consent to the transfer, pledge, mortgage or assignment of any Security Document (Collateral, other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated provided in this Agreement or the applicable Security Document) Agreement; or (xviii) amend the provisions of this Section 12.11 or 11.10, the definition of Required Requisite Lenders or any other provision of this Agreement specifying the number or percentage of Lenders required to (a) amend, waive or otherwise modify any rights of Lenders hereunder, (b) make any determination that is to be made by Lenders or (c) grant any consent that is required to be obtained from Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, amendment or waiver or consent to of the provisions of this Article XI shall be made without the written consent of the Administrative AgentAgent and no Lender's Commitment may be increased without such Lender's consent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any Any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit except as expressly provided in this Agreement, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation except as expressly provided in this Agreement, (viii) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (iv) permit any subordination of the principal principal, interest or interest any other amounts due on any Construction Loan Advanceor Reimbursement Obligation, (viv) release all of the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement Subsidiary Guaranties (other than as specifically in connection with a sale of all Subsidiaries providing Subsidiary Guaranties to the extent expressly permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xvi) amend the provisions of this Section 12.11 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each LenderLender affected thereby. In addition, no amendment, waiver or consent to the provisions of Article XI XII shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement AGREEMENT or any of the other Loan Documents LOAN DOCUMENTS may be amended or waived by the LendersLENDERS, and any consent given by the LendersLENDERS, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders MAJORITY LENDERS (or by the Administrative Agent ADMINISTRATIVE AGENT with the consent of the Required LendersMAJORITY LENDERS) and delivered to the Administrative Agent ADMINISTRATIVE AGENT and, in the case of an amendment, signed by the BorrowerBORROWER; provided, that no amendment, waiver or consent consent: (a) shall (i) increase the Commitment amount or extend the time of any Lenderthe obligation of the LENDERS to make LOANS or issue or participate in LETTERS OF CREDIT (including without limitation pursuant to Sections 2.1, 2.6 or 3.1), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance LOAN or REIMBURSEMENT OBLIGATION or the time or times of payment of interest on any Construction Loan Advance LOAN or REIMBURSEMENT OBLIGATION, (iii) reduce the rate of interest or fees payable on any LOAN or REIMBURSEMENT OBLIGATION, (iv) reduce the fees payable upon the issuance of a LETTER OF CREDIT (other than the fee payable to the ISSUING BANK pursuant to subsection 3.3.(e) hereof which may be amended or commission with respect theretowaived by the ISSUING BANK without the consent of the LENDERS), (v) permit any subordination of the principal or interest on any Construction Loan AdvanceLOAN or REIMBURSEMENT OBLIGATION, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement collateral or SECURITY DOCUMENT (other than as specifically permitted or contemplated in this Agreement AGREEMENT or the Guaranty Agreementapplicable SECURITY DOCUMENT), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xvii) amend the provisions of this Section 12.11 13.10 or the definition of Required LendersREQUIRED LENDERS or MAJORITY LENDERS or modify in any other manner the number or percentage of LENDERS required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case(viii) release any GUARANTOR from liability under a GUARANTY AGREEMENT, (ix) modify the definition of "BORROWING BASE," "INVENTORY VALUE," or "LOAN RESERVE" except for such modifications which are permitted pursuant to the definitions of such terms or modify the definition of "AGGREGATE COMMITMENT," "COMMITMENT," or "L/C COMMITMENT," or (x) amend, modify or waive any provision of Sections 4.8, 4.9, 4.10, or 4.11, without the prior written consent of each Lender. In additionLENDER; (b) amend, no amendmentmodify or waive any provision of Article IX without the prior written consent of the REQUIRED LENDERS; (c) amend, waiver modify or waive any provision of Article III without the prior written consent to of the ISSUING BANK; (d) amend, modify or waive any provision in Section 2.3 without the prior written consent of the ADMINISTRATIVE AGENT; or (e) amend, modify or waive any of the provisions of Article XI shall be made XII without the prior written consent of the Administrative AgentAGENTS.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, that in each case, that: (a) no amendment, waiver or consent shall (i) increase release any of the Commitment of any LenderCredit Parties, (ii) reduce increase the rate amount or extend the time of interest the obligation of the Lenders to make Revolving Credit Loans or fees payable on any Construction Loan Advanceissue or participate in Letters of Credit (except as expressly contemplated by Section 2.6), (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Revolving Credit Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Revolving Credit Loan Advance or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any fee Revolving Credit Loan or commission with respect theretoReimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Construction Revolving Credit Loan Advance, (vi) release the Borrower from the Obligations hereunderor Reimbursement Obligation, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Credit Parties' rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) hereunder or (xviii) amend the provisions of this Section 12.11 14.11 or the definition of Required Lenders or Required Agreement Lenders, in each case, without the prior written consent of each Lender. In addition, Lender affected thereby; and (b) no amendment, waiver or consent to the provisions of (i) Article XI XIII shall be made without the written consent of the Administrative Agent.Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby. 56 <PAGE> 57 SECTION 14.12

Amendments, Waivers and Consents. (a) Except as otherwise expressly set forth below herein, with the written consent of the Majority Banks, the Agent shall, subject to the provisions of this paragraph 13, from time to time enter into agreements amendatory or as specifically provided in supplemental hereto with the Company for the purpose of changing any Loan Document, any term, covenant, agreement or condition provisions of this Agreement or the Notes, or changing in any manner the rights of the other Loan Documents may Banks, the Agent or the Company hereunder and thereunder, or waiving compliance with any provision of this Agreement or consenting to the non-compliance thereof. Notwithstanding the foregoing, the consent of all of the Banks shall be amended or waived by the Lenders, and required with respect to any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by (i) changing the Required Lenders Aggregate Commitments or the Commitment of any Bank, (ii) changing the maturity of any Loan, or by the Administrative Agent with rate of interest of, time or manner of payment of interest on or principal of, or the consent principal amount of any Loan, or the amount, time or manner of payment of any fees hereunder, (iii) releasing the lien of the Required LendersMortgage or (iv) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendmentmodifying this paragraph 13. Any such amendment or supplemental agreement, waiver or consent shall (i) increase apply equally to each of the Commitment Banks and shall be binding on the Company and all of the Banks and the Agent. Any waiver or consent shall be for such period and subject to such conditions or limitations as shall be specified therein, but no waiver or consent shall extend to any subsequent or other Event of Default, or impair any right or remedy consequent thereupon. In the case of any Lenderwaiver or consent, (ii) reduce the rate rights of interest or fees payable on any Construction Loan Advancethe Company, (iii) reduce or forgive the principal amount Banks and the Agent under this Agreement and the Notes shall be otherwise unaffected. Nothing contained herein shall be deemed to require the Agent to obtain the consent of any Construction Loan Advance, (iv) extend Bank with respect to any change in the originally scheduled time amount or times terms of payment of the principal Agent's Fees. The Company shall be entitled to rely upon the provisions of any Construction Loan Advance such amendatory or the time supplemental agreement, waiver or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of consent if it shall have obtained any of the Borrower's rights and obligations hereundersame in writing from the Agent who therein shall have represented that such agreement, (ix) release all waiver or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated consent has been authorized in this Agreement or the applicable Security Document) or (x) amend accordance with the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agentparagraph 13.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall shall: (ia) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (iib) reduce waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the rate Lenders (or any of interest them) hereunder or fees payable on under any Construction other Loan AdvanceDocument without the written consent of each Lender directly and adversely affected thereby (provided, however, that waivers of mandatory prepayments shall be permitted with Required Lender approval); (iiic) reduce or forgive the principal amount of, or the rate of interest specified herein on, any Construction Loan Advanceor Reimbursement Obligation, or (subject to clause (iv) extend the originally scheduled time or times of payment of the principal proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any Construction Loan Advance obligation of Borrower to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the time or times effect of payment such amendment would be to reduce the rate of interest on any Construction Loan Advance or L/C Obligation or to reduce any fee payable hereunder; (d) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; 100 (e) change the second sentence of Section 2.5(a) in a manner that would alter the pro rata reduction of Commitments required thereby without the written consent of each Lender directly and adversely affected thereby; (f) except as otherwise permitted by this Section 12.2, change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders” or any fee other provision hereof specifying the number or commission with respect theretopercentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (vg) permit consent to the assignment or transfer by any subordination Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written consent of each Lender; (h) release (i) all of the principal Subsidiary Guarantors or interest on (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any Construction Loan Advancecase, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Collateral Agreement or other guaranty (other than as specifically permitted or contemplated authorized in this Agreement or the Guaranty AgreementSection 11.9), without the written consent of each Lender; or (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixi) release all or any material portion substantially all of the Collateral or release any Security Document (other than asset sales permitted pursuant to as authorized in Section 9.5 and 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the provisions Lenders required above, affect the rights or duties of Article XI shall such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be made without issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the written Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent.Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver, (vi) the Administrative Agent and Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender, and (vii) the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 5.8(c) in accordance with the terms of Section 5.8(c). Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 (including, without limitation, as applicable, (1) to permit the Incremental Loans to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Loan Commitments or outstanding Incremental Loans in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the amount

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Revolving Credit Commitment or Term Loan Commitment of any Lender, (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect theretothereto or the duration of any Interest Period beyond six (6) months, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixh) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) ), or (xi) amend the provisions of this Section 12.11 14.11 or the definition of Required Lenders, or (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in each caseLetters of Credit, in the case of clauses (a)-(i), without the prior written consent of each LenderLender and in the case of clause (j) without the written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; provided, provided that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans (including, without limitation, pursuant to Section 2.7), (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceexcept as specifically set forth in Section 2.7 hereof, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoLoan, (vc) reduce the rate of interest or fees payable on any Loan, (d) permit any subordination of the principal or interest on any Construction Loan AdvanceLoan, (vi) release the Borrower from the Obligations hereunder, (viie) release any Guarantor from its obligations under the Guaranty Agreement Collateral (other than as specifically provided in this Section 13.12) or Security Document (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (f) reduce the "Guaranteed Obligations" as defined in Section 10.1 or release the Guarantor from its obligations under Article X, (xg) amend the provisions of this Section 12.11 13.12 or the definition of Required Lenders, in each caseLenders or (h) amend the definition of Borrowing Base, without the prior written consent of each Lender; and provided further that so long as no Default or Event of Default has occurred or is continuing or would be created, upon the request of the Borrower the Agent may, in its reasonable discretion, release any Collateral pledged by the Borrower under the Borrower Pledge Agreement on the basis of the sale or transfer of notes, warrants or other securities in the ordinary course of business of the Borrower and in accordance with the terms of the applicable instruments governing said notes, warrants or securities. In addition, no amendment, waiver or consent to the provisions of Article XI XII shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below Neither the amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Credit Agreement or any of other Credit Document, nor the consent to any departure by any Borrower or other Loan Documents may Credit Party therefrom, shall in any event be amended or waived effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders, and any consent given by the Lenders, if, but only if, each such amendment, waiver or consent is shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall unless in writing and signed by each of the Lenders, do any of the following: (a) increase the Commitments of any Lender or subject any Lender to any additional obligations, (b) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or the amount or rate of interest on (other than a waiver of default rate interest), any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (c) extend the Maturity Date or postpone any date fixed for any payment in respect of principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waive this Section 14.6, or change the definition of Required Lenders, (f) release any Borrower or Guarantor, (g) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Credit Parties permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral or (h) increase the advance rates in the definition of "Applicable 122 Inventory Percentage", "U.S. Borrowing Base" or "Canadian Borrowing Base" such that more credit would be available to the Borrowers; provided, however, that the foregoing shall not prevent the Administrative Agent from increasing the advance rates of the "U.S. Borrowing Base" or "Canadian Borrowing Base" or the "Applicable Inventory Percentage" which had been lowered by the Administrative Agent with the consent of the Required Lenders) and delivered back to the Administrative Agent andlevels as in effect on the Closing Date or to intermediate levels, subject to the limitation set forth in the case definition of an amendmentApplicable Inventory Percentage; and provided, signed by the Borrower; providedfurther, that no amendment, waiver or consent affecting the rights or duties of the Agents or the Issuing Lender under any Credit Document shall (i) increase in any event be effective, unless in writing and signed by the Commitment of any Agents and/or the Issuing Lender, (ii) reduce as applicable, in addition to the rate of interest or fees payable on Lenders required hereinabove to take such action. Notwithstanding any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or foregoing to the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretocontrary, (v) permit any subordination the consent of the principal Borrowers shall not be required for any amendment, modification or interest on any Construction Loan Advance, (vi) release waiver of the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement provisions of Article XIII (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 13.9) so long as any such amendment, modification or waiver is not adverse to the definition of Required Lenders, in each case, without the prior written consent of each LenderBorrowers. In addition, no amendmentthe Borrowers and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from time to time in the manner requested by the Borrowers, waiver the Agents or consent any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the provisions of Article XI shall be made without the written consent of the Administrative AgentBorrowers and each Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the each Borrower; providedprovided that, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including, without limitation, pursuant to Section 2.6 except as otherwise set forth in such Section 2.6), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation (except as the rate of interest may fluctuate pursuant to the provisions of Section 4.1), (d) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vie) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of any collateral securing the Collateral Credit Facility, (f) amend or release any Security Document waive the provisions of Section 8.17, (other than asset sales permitted pursuant to g) amend or waive the provisions or Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement 9.1, (h) amend the provisions of Section 11.1 or the applicable Security Documentdefinition of Default or Event of Default, (i) amend the provisions of the last sentence of Section 10.4 or (xj) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender; provided, further, that the Borrowers may, subject to the terms and conditions of Section 2.7 and upon the consent of the Agent (which consent shall not be unreasonably withheld), increase the Aggregate Commitment either by designating a lender not theretofore an existing Lender to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased, without the further consent of each other Lender (such consent being hereby deemed to be granted by each other such Lender upon execution of this Agreement). In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Renewal. Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall (ia) increase the amount or extend the time of the obligation of the Lenders to make Loans, provided, however, that the Required Lenders may at any time, in their sole discretion (but shall be under no obligation to), approve any increases requested by Borrowers in the amount of the Aggregate Commitment above Three Hundred Seventy-Five Million Dollars ($375,000,000) without the approval of any other Lender or Lenders (but in no event will any Lender's Commitment be increased without the prior written consent of such Lender) so long as after giving effect to any such proposed increase no Default or Event of Default has occurred and shall be continuing, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretofees due hereunder, (vc) reduce the rate of interest or fees payable on any Loan (other than interest accruing as provided in Section 3.1(f)), (d) permit any subordination of the principal or interest on any Construction Loan Advanceto any other Debt, (vie) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted (i) upon termination of the Commitments and payment and satisfaction of all Obligations (other than any Obligations that survive the termination of this Agreement pursuant to Section 9.5 12.12), (ii) Collateral constituting property being sold or disposed of if Borrowers certify to the Administrative Agent that the sale or disposition is made in compliance with the provisions of this Agreement and the Security Documents, upon which certification the Administrative Agent may conclusively rely in good faith, without further inquiry, or (iii) as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or ), (xf) amend the provisions of this Section 12.11 12.8 or the definition of Required Lenders, (g) amend the provisions of Section 3.5, (h) change the provisions of Section 2.4(f) so that the percentage of the Commitments allocated to each Lender is changed upon a reduction of the Commitments, or (i) amend the definition of Alternative Currency, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent. Notwithstanding the provisions of this Section 12.8, a Lender party to a Hedging Agreement is not required to obtain the consent of any other Lender in order to amend such Hedging Agreement, or grant its consent or waiver with respect thereto.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Revolving Credit Commitment or Term Loan Commitment of any LenderLender or increase the amount of the Loans, (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation (including, without limitation, the date of any principal amortization payment set forth in Section 4.3 or the final maturity date) or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect theretothereto or the duration of any Interest Period beyond six (6) months, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixh) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xi) release any Guarantor from its obligations under the Guaranty Agreement, (j) amend the provisions of this Section 12.11 14.11 or the definition of Required Lenders, in each case with respect 85 to subsections (a) through (j) above, without the prior written consent of each Lender or (k) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each LenderLender holding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no amendment waiver or consent to the provisions of Section 4.4(b)(vi) with respect to the order of application of amounts prepaid, Section 5.4 with respect to the pro rata treatment of payments, or Section 5.5 with respect to the order of application of proceeds shall be made without the written consent of each Lender adversely affected thereby. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lenders.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, -------------------------------- any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase -------- the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.6), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (viie) release any Subsidiary Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xf) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI XII shall be made without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (aA) Except as set forth below otherwise provided herein, no amendment, modification, termination or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may Document, or consent to any departure by any Loan Party therefrom, shall in any event be amended effective unless the same shall be in writing and signed by Requisite Lenders or waived by Agent at the request of Requisite Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borroweras applicable; provided, that no amendment, modification, termination, waiver or consent shall shall, unless in writing and signed by all Lenders, do any of the following: (i) increase any of the Commitment of any Lender, Commitments; (ii) reduce the principal amount of any Loan or reduce the rate of interest on or fees payable on with respect to any Construction Loan Advance, or Letter of Credit; (iii) change the terms or amount of the Swingline Loan; (iv) change the definition of Borrowing Base, Eligible Accounts, Eligible Inventory or Eligible Retail Inventory; (v) change the sub-limits for Letters of Credit and Acceptances, Eligible Inventory and Eligible Retail Inventory; provided, however, that Agent shall have the discretion to increase the Borrowing Base sublimit for Eligible Retail Inventory to a maximum of $4,000,000 without the consent of any Lender so long as no Default or Event of Default shall have occurred and be continuing; (vi) change the Letter of Credit Reserve Account; (vii) reduce or forgive the principal amount of any Construction Loan Advance, or reduce the rate of interest on or reduce any fees payable with respect to any Loan or Letter of Credit; (ivviii) extend postpone the originally scheduled time or times schedule date of payment of the principal amount of any Construction Loan Advance or Letter of Credit or extend the time or times of payment of interest on any Construction Loan Advance scheduled due date for all or any fee or commission with respect thereto, (v) permit any subordination portion of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunderLoans or any interest or any fees payable or reduce the amount of, waive or excuse any such payment, or postpone the schedule date of expiration of the Commitment thereunder or make any determination or grant any consent thereunder; (ix) release all or any material portion amend the definition of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or term "Requisite Lenders"; (x) release Collateral except as provided in subsection 9.1(H); (xi) amend or waive this subsection 9.4; (xi) increase by more than five percent the provisions of this Section 12.11 or percentages contained in the definition of Required LendersBorrowing Base so long as no Default or Event of Default shall have occurred and be continuing; or (xii) amend or waive any Event of Default in respect of subsection 8.1(F); provided, in each casefurther, without the prior written consent of each Lender. In addition, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agent under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the provisions Lenders required to take such action, and provided, further, that no amendment, modification, waiver or consent of Article XI any provision relating to the Swingline Loan shall be made without the written consent of the Administrative Agent.effective unless in writing and signed by Swingline Lender;

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Section 14.23 or in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Revolving Credit 77 Commitment or Term Loan Commitment of any Lender or increase the amount of the Loans of any Lender without the prior written consent of such Lender, (iib) reduce the fee or the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation without the prior written consent of each Lender affected thereby, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation without the prior written consent of each Lender affected thereby, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation (including, without limitation, the date of any principal amortization payment set forth in Section 4.3 or the final maturity date) or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect theretothereto or the duration of any Interest Period beyond six (6) months without the prior written consent of each Lender affected thereby, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation without the prior written consent of each Lender, (vif) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or Hedging Obligations) hereunder without the Guaranty Agreement)prior written consent of each Lender, (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunderhereunder without the prior written consent of each Lender, (ixh) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or without the prior written consent of each Lender, (xi) release any Guarantor from its obligations under the Guaranty Agreement without the prior written consent of each Lender, (j) amend the provisions of this Section 12.11 14.11 or the definition of Required LendersLenders without the prior written consent of each Lender or (k) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each LenderLender holding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no amendment, waiver or consent to the provisions of Section 4.4(b)(vi) with respect to the order of application of amounts prepaid, Section 5.4 with respect to the pro rata treatment of payments, or Section 5.5 with respect to the order of application of proceeds shall be made without the written consent of each Lender adversely affected thereby. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender. Notwithstanding anything to the contrary contained in this Agreement, if any Lender does not consent to any amendment, waiver or consent requested by the Borrower, and such amendment, waiver or consent is approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent given not more than forty-five (45) days after such approval, require such Lender to assign and delegate, without recourse and in accordance with the provisions of Section 14.10(b), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts owing to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or from the Borrower (in the case of all other amounts).

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which, subject to the provisions of Section 10.1(j), may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerLoan Parties; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce or waive the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Borrowers' rights and obligations hereunder, (ixg) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xh) amend or waive the provisions of Section 5.3, this Section 12.11 14.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender. Further, upon receipt of any revised business plan pursuant to Section 7.4(d), the Loan Parties, the Administrative Agent and the Lenders agree to negotiate, in good faith, amendments, if necessary, to the covenants set forth in Article IX to reflect such revised business plan; provided that, nothing in this Section 14.11 shall be construed to obligate the Administrative Agent or any Lender to agree to any such amendment.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, -------------------------------- any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerBorrowers; provided, that no amendment, waiver or consent shall (ia) -------- increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the BorrowerCompany's or Borrowers' rights and obligations hereunder, (ixg) release all or any material portion of the Collateral or release any Security Document or any Guarantor (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (xh) amend the provisions of this Section 12.11 15.11, Section 9.14, the definition of Required Lenders or the definition of Required Lenders, in each caseBorrowing Base, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan DocumentDocument , any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated pursuant to Section 2.8), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all or any material portion of Guarantor from its obligations under the Collateral or release any Security Document Guaranty Agreement (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security DocumentGuaranty Agreement) or (xh) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgents and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in Neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by the Required Lenders (Lenders, provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall, without the consent of the Required Lenders) and delivered to the Administrative Agent andeach Lender affected, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) extend the Termination Date (except in accordance with the provisions hereof) or reduce the rate or extend the time of payment of interest or principal (other than as a result of waiving the applicability of any post-default increase in interest rates) on any Loan or portion thereof or fees hereunder or reduce the principal amount thereof, or increase the Commitment of any Lendersuch Lender over the amount thereof in effect (it being understood and agreed that a waiver of any condition for an Extension of Credit, Default or Event of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any Lender and any increase in Commitment made pursuant to Section 2.1(f) hereof shall not require the consent of any Lender other than the increasing Lender or Lenders), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its guaranty obligations under hereunder except in accordance with the Guaranty Agreement provisions of Section 8.3 hereof, (other than as specifically permitted iii) amend, modify or contemplated in waive any provision of this Agreement Section or the Guaranty Agreementof Section 3.3(c) (provided that any Lender to be terminated pursuant to Section 3.3(c) shall not be required to consent to any such amendment, modification or waiver of Section 3.3(c) necessary to effect such termination), (viiiiv) permit reduce any assignment (other than as specifically permitted percentage specified in, or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunderotherwise modify, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or (v) consent to the provisions assignment or transfer by any Credit Party of Article XI shall any of its rights and obligations under (or in respect of) this Credit Agreement or other Credit Documents except as permitted hereunder. No provision of Section 10 may be made amended without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.9), except as specifically provided in Section 2.7, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) Reimbursement Obligation or (xf) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI 12 shall be made without the written consent of the Administrative AgentAgent and (b) Article 3 without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of Neither this Agreement or nor any other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by the Required Lenders (Lenders, provided that no such amendment, change, waiver, -------- discharge or by the Administrative Agent with termination shall, without the consent of the Required Lenders) and delivered to the Administrative Agent andeach Lender, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of any Revolving Loan or LOC Obligation, or any portion thereof, 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 or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Lender), (ii) reduce the rate of interest or fees payable on any Construction Loan Advanceexcept as otherwise permitted by Section 8.18, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement Agreement, (other than as specifically permitted iii) amend, modify or contemplated in waive any provision of this Agreement Section or the Guaranty AgreementSection 3.05, 3.07, 4.02, 4.03, 4.04, 4.05, 10.01(a) or (b), (viiiiv) permit reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the assignment (other than as specifically permitted or contemplated in this Agreement) transfer by the Borrower of any of the Borrower's its rights and obligations hereunderunder this Agreement and the other Credit Documents. No provision of Section 2.02 may be amended, (ix) release all modified or any material portion waived without the consent of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 Swingline Lender and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions provision of Article XI shall may be made amended without the written consent of the Administrative Agent.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan DocumentDocument (including, without limitation, SECTION 2.5), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; providedPROVIDED that, that except as specifically set forth in SECTION 2.5, no amendment, waiver or consent shall (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to SECTION 3.5), (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iiib) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivc) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan, (d) reduce the rate of interest or fees payable on any Loan Advance or Reimbursement Obligation or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixg) release all terminate or cancel any material portion of the Collateral Guarantee Agreement or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Guarantor from its obligations under a Guarantee Agreement or the applicable Security Document) or (xh) amend the provisions of SECTION 13.10(A), this Section 12.11 SECTION 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.

Amendments, Waivers and Consents. (a) Except as set forth below otherwise expressly provided herein, no amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may Document, or consent to any departure by Borrower therefrom, shall in any event be amended effective unless the same shall be in writing and signed by Borrower and the Requisite Lenders (or waived by the Agent on their behalf) without taking into account the Revolving Exposure and/or Commitments held by Defaulting Lenders, and any consent given by the Lenders, if, but only if, then such amendment, waiver or consent is shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that except as otherwise expressly provided herein, no amendment, waiver or consent shall, unless in writing and signed by the Required Borrower and all Lenders (or by the Administrative Agent with the consent other than any Defaulting Lender), do any of the Required following at any time: (a) change the number of Lenders that shall be required for Lenders or any of them to take any action hereunder; (b) amend the definition of “Requisite Lenders”; (c) and delivered amend this Section 13.2; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loan or any fees or other amounts payable hereunder; or (e) postpone any date on which any payment of principal of, or interest on, the Loan or any fees or other amounts payable hereunder is required to the Administrative Agent and, in the case of an amendment, signed by the Borrowerbe made; provided, further, that no amendment, waiver or consent shall shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of any such Lender, (ii) reduce the rate Agent, in addition to Lenders required above, to take any such action that affects the rights or duties of interest Agent under this Agreement or fees payable on any Construction other Loan Advance, Document and (iii) reduce all Lenders (or forgive by the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty AgreementAgent at their instruction), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of change adverse to the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend Lenders affecting the provisions of this Section 12.11 Agreement relating to the Borrowing Base (including the definitions used therein), the Eligible Loans (including the definitions used therein), or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI Section 6.18 (including the definitions used therein); provided, further, that notwithstanding clause (iii) in the immediately preceding proviso, as between Agent and Lenders, Agent shall be made permitted to waive eligibility requirements with respect to proposed Eligible Loans in its reasonable discretion consistent with past practices without the written consent of the Administrative Requisite Lenders (it being understood that any such waiver shall be in Agent.’s sole discretion as between Agent and Borrower). [Harvest] Loan and Security Agreement (Conformed) 120

Amendments, Waivers and Consents. (a) Except as set forth below Any amendment or as specifically provided in waiver of any Loan Document, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given to any departure by the LendersPledgor from any provision of this Agreement shall be effective only if (x) made or given in compliance with all of the terms and provisions of the Indenture and the Additional Debt Documents necessary for amendments or waivers of, ifor consents to any departure by the Pledgor from any provision of the Indenture or any Additional Debt Document, but as the case may be, and only if, if such amendment, waiver or consent is in writing duly signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) Pledgor and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document Agent (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without with the written consent of the Administrative AgentMajority Holders, unless such consent would not be required under the Indenture); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the term "Class" shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the holders of the Senior Notes secured hereby; (y) the holders of the Senior Bonds secured hereby; and (z) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other creditors may be added as "Secured Parties" hereunder (either as part of an existing Class of creditors or as a newly created Class), and that such addition shall not require the written consent of the Requisite Holders of the various Classes. For the purpose of this Agreement, the term "Requisite Holders" of any Class shall mean each of (i) with respect to the Senior Notes, the holders of at least a majority of the outstanding principal amount of the Senior Notes, (ii) with respect to the Senior Bonds, the holders of at least a majority of the outstanding principal amount of the Senior Bonds, and (iii) with respect to any other class of Additional Secured Debt, the holders of at least a majority of such class of Additional Secured Debt outstanding from time to time. Failure of the Collateral Agent or any Secured Party to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Documentbelow, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowerCredit Parties; provided, that no amendment, waiver or consent shall shall, without the consent of each Lender affected thereby, (ia) increase the Commitment amount or extend the time of any Lenderthe obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (ivb) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest or fees on any Construction Loan Advance or any fee or commission with respect theretoReimbursement Obligation, (vc) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Construction Loan Advance, or Reimbursement Obligation or (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's Credit Parties' rights and obligations hereunder; provided further, no amendment, waiver or consent shall (1) without the consent of each Lender, (ixA) release all or any material portion of the Collateral or release any Security Document (Guarantor from its guaranty hereunder other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated upon the disposition by the Parent Borrower of its interest in such Guarantor in accordance with the terms of this Agreement or the applicable Security Document) or (xB) amend the provisions of this Section 12.11 13.9 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent.the

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in the Credit Agreement or any other Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, provided that no amendment, waiver or consent shall (a) increase (i) increase the Commitment of any Lender, (ii) the Alternative Currency Commitment or (iii) the Swingline Commitment, (b) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect thereto, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (viig) release any Subsidiary Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Subsidiary Guaranty Agreement), (viiih) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's ’s rights and obligations hereunder, (ixi) release all any Collateral or any material portion of the Collateral or release any Security Document Documents (other than asset sales permitted pursuant to Section 9.5 10.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (j) or amend the definition of Alternative Currency, (xk) amend the provisions of this Section 12.11 13.11 or the definition of Required Lenders, or (l) extend the time of the obligation of the Lenders to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions (a) of Article XI XII shall be made without the written consent of the Administrative Agent, (b) of Article III shall be made without the written consent of the Issuing Lender, (c) relating to Swingline Loans or the Swingline Facility shall be made without the written consent of the Swingline Lender and (d) relating to Alternative Currency Loans or the Alternative Currency Facility shall be made without the written consent of the Alternative Currency Lender.

Amendments, Waivers and Consents. 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 Banks and the Borrower Representative, provided, however, that: (a) Except as set forth below or as specifically provided in without the consent of each Bank affected thereby, neither this Credit Agreement nor any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents Credit Document may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (i) increase extend the Commitment final maturity of any LenderLoan, or any portion thereof, or extend the final maturity of any reimbursement 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 128 CHAR1\1534998v8 Fees hereunder (provided that only the consent of the Required Banks shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest or fees reduce any fee payable on any Construction Loan Advancehereunder), (iii) reduce or forgive waive the principal amount of any Construction Loan AdvanceLoan, 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) extend increase any Commitment of a Bank over the originally scheduled time amount thereof in effect or times of payment of the principal reinstate any Commitment terminated pursuant to Section 9.2 (it being understood and agreed that a waiver of any Construction Loan Advance Default or Event of Default or mandatory reduction in Commitments shall not constitute a change in the time or times terms of payment any Commitment of interest on any Construction Loan Advance or any fee or commission with respect theretoBank), (v) permit release any subordination Borrower or, except as the result of or in connection with a dissolution, merger or disposition of a member of the principal Consolidated Group permitted under Section 8.4, release any Material Guarantor or interest on any Construction Loan Advanceall or substantially all of the other Guarantors from its or their obligations under the Credit Documents, (vi) release the Borrower from the Obligations hereunderamend, modify or waive any provision of Section 2.12, Section 3.13, Section 3.14, Section 3.15(b) or this Section 11.6; (vii) release reduce any Guarantor from its obligations under percentage specified in, or otherwise modify, the Guaranty Agreement (other than as specifically permitted definition of Required Banks or contemplated in this Agreement or the Guaranty Agreement)Required Revolving Banks, (viii) permit consent to the assignment or transfer by any assignment (Borrower, any Material Guarantor or all or substantially all of the other than as specifically permitted or contemplated in this Agreement) Guarantors of any of the Borrower's its or their rights and obligations hereunderunder (or in respect of) the Credit Documents except as permitted thereby, (ix) release all or subordinate any material portion of the Collateral Obligations to any other Indebtedness of the Parent or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) its Subsidiaries, or (x) amend the provisions of this Section 12.11 1.6 or the definition of Required Lenders, in each case, “Alternative Currency”; (b) without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XI shall be made without the written consent of the Administrative Agent, no provision of Section 10 may be amended; (c) without the consent of each Issuing Bank, no provision of Section 2.1(c), 2.2(a)(iii) or 2.6 may be amended; and (d) without the consent of the Swingline Bank, no provision of Section 2.1(b), 2.2(a)(ii) or 2.7 may be amended. Notwithstanding the fact that the consent of all the Banks is required in certain circumstances as set forth above, (x) each Bank is entitled to vote as such Bank sees fit on any bankruptcy reorganization plan that affects the Loans, and each 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 Banks may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (ia) increase the Revolving Credit Commitment or Term Loan Commitment of any Lender, (iib) reduce the rate of interest or fees payable on any Construction Loan Advanceor Reimbursement Obligation, (iiic) reduce or forgive the principal amount of any Construction Loan Advanceor Reimbursement Obligation, (ivd) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or Reimbursement Obligation or the time or times of payment of interest on any Construction Loan Advance or Reimbursement Obligation or any fee or commission with respect theretothereto or the duration of any Interest Period beyond six (6) months, (ve) permit any subordination of the principal or interest on any Construction Loan Advanceor Reimbursement Obligation, (vif) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viiig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ixh) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) ), or (xi) amend the provisions of this Section 12.11 14.11, Section 4.4(b)(vi) with respect to the order of application of amounts prepaid or the definition of Required Lenders, or (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in each caseLetters of Credit, in the case of clauses (a)-(i), without the prior written consent of each LenderLender and in the case of clause (j) without the written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no amendment, waiver or consent to the provisions of (a) Article XI XIII shall be made without the written consent of the Administrative AgentAgent and (b) Article III without the written consent of the Issuing Lender.