Common use of Amendments, Waivers, Etc Clause in Contracts

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case waiver of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required Document, nor consent to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release departure by the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents)therefrom, without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or shall in any Security Documentevent be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, and then such waiver or consent shall be made with respect to Section 9 without effective only in the written specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither Any consent or approval required or permitted by this Credit Agreement nor to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other Loan Document nor any provision hereof instrument related hereto or thereof mentioned herein may be waivedamended, amended and the performance or modified except (i) in observance by the case Borrower or any of the other Transaction Parties of any terms of this Credit Agreement, pursuant to an agreement the other Loan Documents or agreements such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in writing entered into by the Borrowera particular instance and either retroactively or prospectively) with, but only with, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided that no such agreement shall Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes (i) increase other than interest accruing pursuant to ss.5.10.2 following the Term Loan Commitment effective date of any Lender waiver by the Majority Banks of the Default or Event oF Default relating thereto), the term of the Notes, the amount of the Commitments of the Banks, and the amount of commitment fee or Letter of Credit Fees hereunder may not be changed, and no scheduled date for the payment of principal, interest or fees may be postponed or extended without the written consent of such Lender, (ii) reduce the Borrower and the written consent of each Bank affected thereby; the definition of Majority Banks and the terms of this Section 26 may not be amended and no collateral or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, guaranty may be released without the written consent of each Lender directly affected thereby (provided, that all of the Banks; and the amount of the Agent's Fee or any waiver Letter of Default Rate interest shall Credit Fees payable for the Agent's account and ss.15 may not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither this Agreement nor Agreement, any other Loan Document Document, nor any provision terms hereof or thereof may be waivedwaived amended, amended supplemented or modified except (i) in accordance with the case provisions of this AgreementSection 10.11. The Required Lenders and each Credit Party to the relevant Loan Document may, pursuant to an agreement or agreements in writing entered into by or, with the Borrowerwritten consent of the Required Lenders, the Agent and each Credit Party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (iii) reduce or forgive the principal amount or extend the final scheduled date of maturity of any Term Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the case waiver of any other Loan Document, pursuant to an agreement or agreements in writing entered into by applicability of the Agent and the Credit Party or Credit Parties that are parties thereto, Default Rate interest rates (which waiver shall be effective with the consent of the Required Lenders; provided ) and (y) that no such agreement any amendment or modification of defined terms used in the financial covenants in this Agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce not constitute a reduction in the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent for purposes of each Lender directly affected thereby this clause (provided, that any waiver of Default Rate interest shall not be considered a reduction of interesti), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby, ; (ivii) change eliminate or reduce the voting rights of any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or Lender under this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, such Lender; (viii) change reduce any of the provisions of this Section or percentage specified in the definition of “Required Lenders” , consent to the assignment or any other provision transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Document specifying the number or percentage of Lenders required to waiveDocuments, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower from its obligation under the Loan Documents or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), in each case without the written consent of all Lenders; (iv) change any provision contained in Sections 2.2(c), 2.5, 2.7, 2.8 or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender, or Lender directly affected thereby; (viiv) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendmentand (vi) amend, waiver modify or consent shall be made with respect to waive any provision of Section 9 or any other provision of any Loan Document that affects the Agent without the written consent of the Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Credit Parties, the Lenders, the Agent and all future holders of the Term Loans. In the case of any waiver, the Credit Parties, the Lenders and the Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of the provisions of this Section or the definition of “Required Lenders” principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to Section 9 amend, modify or waive any provision of Article 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerBorrowers, the Agent Agents and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent Applicable Agent(s) and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or Letter of Credit Advances or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or Letter of Credit Advances, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c2.2(d), 2.52.2(e), 2.82.7, 2.92.11, 2.12, 2.13, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) increase the advance rates set forth in the definition of US Borrowing Base or Canadian Borrowing Base or add new categories of eligible assets thereto, without the written consent of each Lender, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vivii) release the any Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (viiviii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender; provided, however, that that nothing in this Section 10.11 shall affect, limit or restrict the Administrative Agent’s right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for any items included within the US Borrowing Base, the Canadian Borrowing Base or any Reserves, from time to time in accordance with other provisions of this Agreement and subject to the limitations set forth herein. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Administrative Agent, and no amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties of the Swingline Lender hereunder without the prior written consent of the Swingline Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other Person party hereto, (2) in order to implement any ESG Amendment, this Agreement and the other Loan Documents may be amended in accordance with Section 2.14 with only the consent of the Borrower, the Sustainability Coordinator and the Required Lenders (as and to the extent provided in Section 2.14), (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated, as the case may be), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case waiver of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required Document, nor consent to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release departure by the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents)therefrom, without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or shall in any Security Documentevent be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, and then such waiver or consent shall be made with respect to Section 9 without effective only in the written specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 7; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 12.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Revolving Credit Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or Letter of Credit Advances or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or Letter of Credit Advances, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Revolving Credit Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c2.2(d), 2.52.2(e), 2.82.7, 2.92.11, 2.12, 2.13, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) increase the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets, without the written consent of each Lender, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vivii) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (viiviii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender; provided, however, that that nothing in this Section 10.11 shall affect, limit or restrict the Agent’s right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for any items included within the Borrowing Base or any Reserves, from time to time in accordance with other provisions of this Agreement and subject to the limitations set forth herein. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent, and no amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties of the Swingline Lender hereunder without the prior written consent of the Swingline Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement shall amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Term Loan Commitment Amount of any Lender without the written consent (provided that no waiver of a Default or Event of Default shall be deemed to constitute such Lenderan increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any Revolving Credit Loan, any Revolving Credit Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Revolving Credit Note, (vi) decrease or forgive the principal amount of any Term Loan Revolving Credit Loan, any Revolving Credit Note or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)Reimbursement Obligation, (iiivii) postpone consent to any scheduled date of payment of assignment or delegation by the principal amount Borrower of any Term of its rights or obligations under any Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected therebyDocument, (ivviii) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or 11.1, (ix) change the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vix) release change the Borrower or any Guarantor from its obligation under its Guaranty several nature of the obligations of the Lenders, (except as otherwise permitted herein or in xi) change the other Loan Documents), without the written consent of each Lendersharing provisions among Lenders, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral without Commitment Termination Date. Notwithstanding the written consent of each Lender. Anything in this Section 10.11 to the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 12.2 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrower and the Credit Party Administrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that are parties theretosuch actions do not, with in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 15.5 (and the assignment or granting of a participation by Eurohypo shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest thereonon the Loans payable to such Lender; (c) release Borrower, any Joinder Party, any Guarantor or reduce any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 15.8); (d) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or 12.2, the definition of “Required Majority Lenders” or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Event of Default; or (g) consent to (i) the sale, without transfer or encumbrance of any portion of the written Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under the Loan Documents. Notwithstanding the foregoing provisions of this Section 12.2, as between Borrower and Lenders, notification by Administrative Agent to Borrower of Administrative Agent’s consent to any of the matters set forth in clauses (a) through and including (g) of the preceding sentence shall be deemed to be the consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 Lender to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agentsuch matter.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) Except as otherwise expressly provided in the case of this Agreement, pursuant to an agreement any consent or agreements in writing entered into approval required or permitted by the Borrowerthis Agreement may be given, the Agent and the Required Lenders any term of this Agreement or (ii) in the case of any other Loan Documentinstrument related hereto or mentioned herein may be amended, pursuant to an agreement and the performance or agreements in writing entered into observance by the Agent Borrower or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided that no such agreement shall (i) increase . Notwithstanding the Term Loan Commitment of any Lender without the written consent of such Lenderforegoing, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment none of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, following may occur without the written consent of each Lender directly affected thereby: (a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bother than a reduction or waiver of default interest) or 10.10 hereof fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or this Section 10.11 or Section 10.16 hereof, without interest on the written consent of each Lender directly affected thereby, Loan; (vf) change any an extension of the provisions Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Collateral or all or substantially all of the Guarantors except as otherwise provided in this Section or Agreement; (i) an amendment of the definition of “Required Lenders or of any requirement for consent by all of the Lenders” or ; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; (l) an amendment of any provision of any this Agreement or the Loan Document specifying Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lenderapprove such action, or (viim) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any an amendment of the Collateral without the written consent definition of each LenderChange of Control or waiver of any Change of Control. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall The provisions of §14 may not be made with respect to Section 9 amended without the written consent of the Agent.. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the 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 (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and KCM in connection with the syndication of the Loan, provided that no such amendment or modification affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 157 102175686\V-9 102175686\V-9 SEVERABILITY . The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. TIME OF THE ESSENCE . Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this Agreement and the other Loan Documents. NO UNWRITTEN AGREEMENTS . THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW. REPLACEMENT NOTES . Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, the Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note. NO THIRD PARTIES BENEFITED . This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the Guarantors, the Lenders, the Agent, the Arranger and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans and issue Letters of Credit, are imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders will refuse to make Loans or issue Letters of Credit in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the 158 102175686\V-9 102175686\V-9 US_Active\114487228114490487\V-17 Agent and the Lenders make no representations and assume no obligations as to third parties concerning the quality of any construction by the Borrower or any of its Subsidiaries of any development or the absence therefrom of defects. PATRIOT ACT . Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of the provisions of this Section or the definition of “Required Lenders” principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (aiv) Neither this Agreement nor any Any payment of principal, interest, fees or other Loan Document nor any provision hereof amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or thereof mandatory, at maturity, pursuant to Article 8 (Events of Default) or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.6 (Right of Set-off) shall be applied at such time or times as may be waiveddetermined by the Administrative Agent as follows: first, amended to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuer or modified except Swingline Lender hereunder; third, to Cash Collateralize the Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20 (i) Cash Collateral); fourth, as the Parent Borrower may request (so long as no Default or Event of Default has occurred and is continuing), to the funding of any Loan in the case respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, pursuant to an agreement or agreements in writing entered into as determined by the BorrowerAdministrative Agent; fifth, if so determined by the Administrative Agent and the Required Parent Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize such Defaulting Lender’s Ratable Portion of Letter of Credit Obligations with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Non-Defaulting Lenders or (ii) in the case Issuers as a result of any other Loan Documentjudgment of a court of competent jurisdiction obtained by any Non-Defaulting Lender or Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, pursuant so long as no Default or Event of Default has occurred and is continuing, to an agreement the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to Exhibit 10.1 such Defaulting Lender or agreements in writing entered into as otherwise directed by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent a court of the Required Lenderscompetent jurisdiction; provided that no if (x) such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered payment is a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan Loans or any date for Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 (Conditions Precedent to each Extension of Credit) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any interestLoans of, fees or Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to clause (i) above. Any payments, prepayments or other Obligations amounts paid or payable hereunderto a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of and each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agentirrevocably consents hereto.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case waiver of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying Document, nor consent to any departure by the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower Borrowers or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the applicable Loan Parties and the Majority Banks, and then such waiver or consent shall be effective only in the other Loan Documents)specific instance and for the specific purpose for which given; provided, without the written consent of each Lenderhowever, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, that no amendment, waiver or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Loan, any Note or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Loan, any Note or any fees or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Loan, any Note or the number of Banks which shall be made with respect required for Banks, or any of them, to take any action hereunder; (f) amend this Section 9 without the written consent 13.2; or (g) release any of the Collateral from the Liens of the Collateral Documents; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Loan Parties and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note or any other Loan Document nor consent to any departure by the Loan Parties therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower or any other Loan Party in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither Except as otherwise expressly set forth in this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretoincluding Section 3.08), with the written consent of the Required Lenders; provided , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided, that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided, that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Termination Date without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of the provisions of this Section or the definition of “Required Lenders” any principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 10.01 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby; provided, further, that the consent (not to be unreasonably withheld, delayed or conditioned) of the Initial Arrangers only shall be required for any waiver or amendment of any condition precedent set forth in Section 5.01 or Section 5.02. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to Section 9 amend, modify or waive any provision of Article IX or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 10.01, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 10.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case waiver of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required Document, nor consent to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release departure by the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents)therefrom, without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or shall in any Security Documentevent be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, and then such waiver or consent shall be made with respect to Section 9 without effective only in the written specific instance and for the specific purpose for which given; PROVIDED, HOWEVER, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and PROVIDED, FURTHER, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither Subject to any consents required pursuant to this SECTION 11.02 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrowers and the Credit Party Administrative Agent; PROVIDED that, the Administrative Agent may (without any Lender's consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that are parties theretosuch actions do not, with in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in SECTION 13.05 (and the assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender's consent shall be required for any of the following which are otherwise required under the Loan Documents): (ia) any increase in the Term Loan Commitment amount of any Lender without the written consent of such Lender, Commitments; (iib) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (c) extend any stated payment date for principal of or interest thereonon the Loans payable to such Lender; (d) release the Borrower, any Guarantor or reduce any other party from liability under the Loan Documents; (e) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ivf) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, the definition of “Required "Majority Lenders” " or any other provision of any in the Loan Document Documents specifying the number or percentage of the Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (g) modify the terms of any Event of Default; (h) consent to (i) the sale, without transfer or encumbrance of any portion of the written consent of each Lender, Project (vi) release the Borrower or any Guarantor from its obligation interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by any Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under its Guaranty the Loan Documents; (except as otherwise permitted herein i) any extension of the Maturity Date; or (j) any changes in the other Loan Documents), without sharing provisions among the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the AgentLenders.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement shall amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Term Loan Commitment Amount of any Lender without the written consent (provided that no waiver of a Default or Event of Default shall be deemed to constitute such Lenderan increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any Revolving Credit Loan or any Revolving Credit Note (other than the applicability of any post–default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any principal on any Revolving Credit Loan or any Revolving Credit Note, (vi) decrease or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Revolving Credit Loan or any date for Revolving Credit Note, (vii) consent to any assignment or delegation by the payment Borrower of any interest, fees of its rights or other Obligations payable hereunder, or reduce the amount of, waive or excuse obligations under any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected therebyDocument, (ivviii) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or 11.1, (ix) change the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vix) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in several nature of the other Loan Documents), without obligations of the written consent of each LenderLenders, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral without sharing provisions among Lenders. Notwithstanding the written consent of each Lender. Anything in this Section 10.11 to the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the AgentAdministrative Agent or (B) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default and its consequences, provided, that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided, that no waiver of a Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Termination Date without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of the provisions of this Section or the definition of “Required Lenders” any principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 10.01 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby; provided, further, that the consent (not to be unreasonably withheld, delayed or conditioned) of the Initial Arrangers only shall be required for any waiver or amendment of any condition precedent set forth in Section 5.01 or Section 5.02. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to Section 9 amend, modify or waive any provision of Article IX or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 10.01, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 10.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. Except as set forth in 4.7 or in connection with a Post-Closing Facility Increase made in accordance with 18(g) and as set forth in subsections (a) Neither and (b) below, any consent or approval required or permitted by this Credit Agreement nor to be given by the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other Loan Document nor any provision hereof instrument related hereto or thereof mentioned herein may be waivedamended, amended and the performance or modified except (i) in observance by the case Borrowers of any terms of this Credit Agreement, pursuant to an agreement the other Loan Documents or agreements such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in writing entered into by the Borrowera particular instance and either retroactively or prospectively) with, but only with, the Agent written consent of the Borrowers and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided that . Notwithstanding the foregoing, no such agreement amendment, modification or waiver shall (i) increase the Term Loan Commitment of any Lender be effective: without the written consent of such Lender, (ii) the Borrowers and each Lender directly affected thereby: reduce or forgive the principal amount of any Revolving Credit Loans or Term Loan Loan, as the case may be, or Reimbursement Obligations, or reduce the rate of interest thereonon the Revolving Credit Loans or applicable Term Loan, as the case may be, or reduce the amount of the Commitment Fee or forgive Letter of Credit Fees; increase the amount of such Revolving Lender's Commitment or such Term Lender's Term Loan Amount, or extend the expiration date of such Revolving Credit Commitment; postpone or extend the Revolving Credit Loan Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or fees Reimbursement Obligations or any Fees or other amounts payable hereunderto such Lender (it being understood that any vote to rescind any acceleration made pursuant to 13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); other than pursuant to a transaction permitted by the terms of this Credit Agreement, release all or substantially all of the Collateral (excluding, if any Borrower becomes a debtor under the federal Bankruptcy Code, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); amend or modify the provisions of 4.4 (Mandatory Prepayments of the Term Loan), 5.13 (Concerning Joint and Several Liability of the Borrowers) or 13.4 (Distribution of Collateral Proceeds); without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment all of the principal amount of any Term Loan Lenders, amend or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section 26 or the definition of “"Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 "; without the written consent of the Administrative Agent, amend or waive 2.10 or 15, the amount or time of payment of any fees payable for the Administrative Agent's account or any Letter of Credit Fees payable for the Administrative Agent's account or any other provision applicable to the Administrative Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment of any Lender 13536512v6 without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any principal on any Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan, any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other Person party hereto, (2) [reserved], (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated, as the case may be), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor No amendment, modification or waiver of any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement the Notes or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant nor any consent to an agreement any departure by the Borrower therefrom, shall in any event be effective unless the same shall be agreed or agreements consented to by the Required Lenders and the Borrower, and each such waiver or consent 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 consented to in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretoeach Lender, with the consent do any of the Required Lenders; provided that no such agreement shall following: (ia) increase the Term Loan any Commitment of any Lender without of the written consent Lenders or subject the Agent or 180 any of such Lender, the Lenders to any additional obligations; (iib) reduce the principal of, or forgive interest on, any Loan, any Letter of Credit Exposure Amount or any fee hereunder; (c) waive or postpone any scheduled date fixed for any payment of principal of, or interest on, any Loan, any Letter of Credit Exposure Amount or any fee or other sum to be paid hereunder; (d) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any Term Loan or reduce of the rate Loans, any Letter of interest thereonCredit Exposure Amount, or reduce or forgive any interest or fees payable hereunder, without the written consent number of each Lender directly affected thereby (provided, that any waiver of Default Rate interest Lenders which shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of required for the principal amount of any Term Loan Lenders or any date of them to take any action under this Agreement; (e) increase the Borrowing Base advance rate for the payment Net Amount of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Eligible Receivables; (ivf) change any provision contained in Sections 2.2(c2.2(d), 2.52.11, 2.8, 2.9, 10.9(b) 10.9 or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, ; (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vig) release the Borrower or from liability for any of the Obligations; (h) release any Guarantor from its obligation under its Guaranty any Guaranty; (except i) other than as otherwise expressly permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Documentby this Agreement, release any Collateral for any of the Collateral without Obligations having a value in excess of $500,000, as reasonably determined by the written consent Agent; or (j) change the definition of each Lender"Required Lenders" contained herein. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) CHAR1\1787260v5 if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone ------------------------ any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required Document, nor consent to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release departure by the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents)therefrom, without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or shall in any Security Documentevent be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, and then such waiver or consent shall be made with respect to Section 9 without effective only in the written specific instance and for the specific purpose for which given; provided, however, that no amendment, -------- ------- waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 7; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 12.2; and provided, further, -------- ------- that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (aii) Neither this Agreement nor any Any payment of principal, interest, fees or other Loan Document nor any provision hereof amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or thereof mandatory, at maturity, pursuant to Article 8 (Events of Default) or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.6 (Right of Set-off) shall be applied at such time or times as may be waiveddetermined by the Administrative Agent as follows: first, amended to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuer or modified except Swingline Lender hereunder; third, to Cash Collateralize the Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20 (i) Cash Collateral); fourth, as the Parent Borrower may request (so long as no Default or Event of Default has occurred and is continuing), to the funding of any Loan in the case respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, pursuant to an agreement or agreements in writing entered into as determined by the BorrowerAdministrative Agent; fifth, if so determined by the Administrative Agent and the Required Parent Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize such Defaulting Lender’s Ratable Portion of Letter of Credit Obligations with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Non-Defaulting Lenders or (ii) in the case Issuers as a result of any other Loan Documentjudgment of a court of competent jurisdiction obtained by any Non-Defaulting Lender or Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, pursuant so long as no Default or Event of Default has occurred and is continuing, to an agreement the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or agreements in writing entered into as otherwise directed by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent a court of the Required Lenderscompetent jurisdiction; provided that no if (x) such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered payment is a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan Loans or any date for Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 (Conditions Precedent to each Extension of Credit) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any interestLoans of, fees or Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to clause (i) above. Any payments, prepayments or other Obligations amounts paid or payable hereunderto a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of and each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agentirrevocably consents hereto.

Amendments, Waivers, Etc. (a) Neither 7.1.1. No amendment or waiver of any provision of this Agreement nor or consent to any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into departure by the BorrowerSeller, the Agent Owner, the Servicer or the Subordinated Purchaser therefrom shall be effective unless in a writing signed by the Owner, the Seller, the Servicer, the Subordinated Purchaser and the Required Lenders or (ii) in Agent, as agent for the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent Purchasers and the Credit Party or Credit Parties that are parties theretoBanks, with the consent of the Required Lenders; provided that no and then such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect effective only in the specific instance and for the specific purpose for which given; provided that so long as any Investor Certificates shall be outstanding, no such amendment shall become effective unless (i) the Owner shall have delivered an Opinion of Counsel to Section 9 without the written consent Agent and the Trustee to the effect that such amendment shall not materially and adversely affect the interests of the Agentholders of the Investor Certificates or (ii) S&P and Moodx'x xxxll have notified the Owner, the Servicer and the Trustee in writing that such action will not result in a reduction or withdrawal of their respective ratings on any Investor Certificates. In addition, and so long as any Investor Certificates shall be outstanding, (y) if such amendment relates to any of the provisions of Article II hereof (and regardless of whether an Opinion of Counsel has been delivered pursuant to clause (i) of the preceding sentence), S&P shall have notified the Owner, the Servicer and the Trustee in writing that such action will not result in a reduction or withdrawal of its rating on any Investor Certificates, or (z) if such amendment relates to any other provisions of this Agreement (other than an amendment the sole effect of which is to extend the Facility Termination Date or the Commitment Termination Date, to reduce the Purchase Limit or to modify the terms of an Enhancement which is for the sole benefit of the Receivables Purchase Interest under this Agreement), S&P shall have been given at least one Business Day's prior written notice of such amendment and S&P shall not have advised the Owner or the Servicer at the close of business on the Business Day following receipt of such notice that such action would result in a reduction or withdrawal of its rating on any Investor Certificates. Defined terms which are incorporated herein by reference from the Pooling and Servicing Agreement shall not be altered or affected by any subsequent amendment to the Pooling and Servicing Agreement which relates to such terms, unless the Agent shall have consented in writing to such amendment. 37 7.1.2. No failure on the part of any Purchaser, any Bank, the Subordinated Purchaser or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Amendments, Waivers, Etc. (a) Neither this Agreement nor Agreement, any other Loan Document Document, nor any provision terms hereof or thereof may be waivedamended, amended supplemented or modified except (i) in accordance with the case provisions of this AgreementSection 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, pursuant to an agreement or agreements in writing entered into by or, with the Borrowerwritten consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, consents, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, consent, supplement or modification shall (iii) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Term Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the case waiver of applicability of any other Loan Document, pursuant to an agreement or agreements post-default increase in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, interest rates (which waiver shall be effective with the consent of the Required Lenders; provided ) and (y) that no such agreement any amendment or modification of defined terms used in the financial covenant in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) increase or extend the Term Loan Commitment scheduled date of any payment thereof; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender, ; (iiiii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or forgive transfer by the principal amount Borrower of any Term of its rights and obligations under this Agreement and the other Loan Documents, release all or reduce substantially all of the rate Collateral or release all or substantially all of interest thereonthe Guarantors from their obligations under the Guaranty and Security Agreement, or reduce or forgive any interest or fees payable hereunder, in each case without the written consent of each Lender directly affected thereby all Lenders; (providediv) amend, that modify or waive any waiver provision of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Section 2.10 without the written consent of each Lender directly the Required Lenders adversely affected thereby, ; (ivv) change any provision contained reduce the percentage specified in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, the definition of Required Lenders without the written consent of each Lender directly affected therebyall Lenders, or (vvii) change amend, modify or waive any provision of the provisions of this Section or the definition of “Required Lenders” 9.1 or any other provision of any Loan Document specifying that affects the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 Administrative Agent without the written consent of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Term Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter Extension Amendments in accordance with Section 2.17. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or any portion of outstanding Term Loans or any tranche thereof (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing. In addition, notwithstanding anything to the contrary contained herein, if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on IntraLinks/IntraAgency with notice of such posting by the Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default and its consequences, provided, that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided, that no waiver of a Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Termination Date without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of the provisions of this Section or the definition of “Required Lenders” any principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 10.01 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby; provided, further, that the consent (not to be unreasonably withheld, delayed or conditioned) of the Initial Arrangers only shall be required for any waiver or amendment of any condition precedent set forth in Section 5.01 or Section 5.02. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to Section 9 amend, modify or waive any provision of Article IX or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes; provided, that at the Borrower’s option, any amendment, waiver or modification may apply to only one Class, in which case only the specified number or percentage of Lenders of such Class shall be needed to approve such amendment, waiver or modification (e.g., the Required Lenders of that Class or all Lenders of that Class, as applicable). In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 10.01, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 10.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this of the Participation Agreement nor or Parent Guarantee. Without the consent of a Majority in Interest of Noteholders, the respective parties to the Participation Agreement may not modify, amend or supplement such agreement, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided that, without the consent of the Loan Trustee, any Noteholder, any other Loan Document nor Indenture Indemnitee or any provision hereof or thereof Related Indenture Indemnitee, the Participation Agreement and/or the Parent Guarantee may be waivedmodified, amended or modified except supplemented in order (i) to cure any defect or inconsistency therein or to cure any ambiguity or correct any mistake, (ii) to amend, modify or supplement any provision thereof or make any other provision with respect to matters or questions arising thereunder or under this Indenture, provided that the making of any such other provision shall not materially adversely affect the interests of the Noteholders, (iii) to make any other change, or reflect any other matter, of the kind referred to in clauses (i) through (xv) of Section 9.01 or (iv) in the case of this Agreementthe Parent Guarantee, pursuant to an agreement add the Company’s payment obligations under Series B Equipment Notes (and Related Series B Equipment Notes), if any, or agreements in writing entered into by Additional Series Equipment Notes (and Related Additional Series Equipment Notes), if any, to the Borrower“Obligations” under the Parent Guarantee. Notwithstanding the foregoing, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with without the consent of any Liquidity Provider, the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest Company shall not be considered a reduction of interest), (iii) postpone enter into any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or modification of or supplement or consent to the Participation Agreement which shall be made with respect to Section 9 without the written consent reduce, modify or amend any indemnities in favor of the Agentsuch Liquidity Provider contained therein.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither Subject to any consents required pursuant to this Section 11.2 and any other provisions of this Agreement nor (including, without limitation, Section 2.3(e)), and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by Borrower and Administrative Agent; provided that, Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 13.5 (and the Credit Party assignment or Credit Parties granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that are parties theretoAdministrative Agent will not, with without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest thereonon the Loans payable to such Lender; (c) release Borrower, any Guarantor or reduce any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 11.24 and any resigning Administrative Agent pursuant to Section 13.8); (d) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, the definition of “Required Majority Lenders” or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Event of Default; or (g) consent to (i) the sale, without transfer or encumbrance of any portion of the written consent of each Lender, Property (vi) release the Borrower or any Guarantor from its obligation interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Property, in each case to the extent (and subject to any standard of reasonability) such consent is required under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument(which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan or any Note (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the CVS Health Corporation 2018 364-Day Year Credit Agreement Administrative Agent under any Loan Document without the written consent of the AgentAdministrative Agent or (B) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the CVS Caremark 2013 Amended and Restated Credit Agreement EXECUTION COPY several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (aiv) Neither this Agreement nor any Any payment of principal, interest, fees or other Loan Document nor any provision hereof amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or thereof mandatory, at maturity, pursuant to Article 8 (Events of Default) or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.6 (Right of Set-off) shall be applied at such time or times as may be waiveddetermined by the Administrative Agent as follows: first, amended to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuer or modified except Swingline Lender hereunder; third, to Cash Collateralize the Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20 (i) Cash Collateral); fourth, as the Parent Borrower may request (so long as no Default or Event of Default has occurred and is continuing), to the funding of any Loan in the case respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, pursuant to an agreement or agreements in writing entered into as determined by the BorrowerAdministrative Agent; fifth, if so determined by the Administrative Agent and the Required Parent Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize such Defaulting Lender’s Ratable Portion of Letter of Credit Obligations with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Non-Defaulting Lenders or (ii) in the case Issuers as a result of any other Loan Documentjudgment of a court of competent jurisdiction obtained by any Non-Defaulting Lender or Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, pursuant so long as no Default or Event of Default has occurred and is continuing, to an agreement the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or agreements in writing entered into as otherwise directed by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent a court of the Required Lenderscompetent jurisdiction; provided that no if (x) such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered payment is a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan Loans or any date for Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 (Conditions Precedent to each Extension of Credit) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any interestLoans of, fees or Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to clause (i) above. Any payments, prepayments or other Obligations amounts paid or payable hereunderto a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of and each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agentirrevocably consents hereto.

Amendments, Waivers, Etc. (a) Neither No amendment or waiver of any provision of this Agreement nor or any other Loan Document nor consent to any provision hereof or thereof may departure by any Loan Party therefrom shall in any event be waived, amended or modified except (i) in effective unless the case of this Agreement, pursuant to an agreement or agreements same shall be in writing entered into and signed by the BorrowerRequisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and, the Agent and the Required Lenders or (ii) in the case of any other Loan Documentamendment, pursuant to an agreement by the Borrower, and then any such waiver or agreements consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing entered into and signed by each Lender directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent and the Credit Party or Credit Parties that are parties thereto, with the consent thereof), do any of the Required Lenders; provided that no such agreement shall following: (i) waive any condition specified in Section 3.1 (Conditions Precedent) except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1(Conditions Precedent), subject to the provisions of Section 3.2 (Determinations of Initial Borrowing Conditions); (ii) increase the Commitment of such Lender or subject such Lender to any additional obligation; (iii) extend the scheduled final maturity of any Term Loan Commitment of any Lender without the written consent of owing to such Lender, or waive, reduce or postpone any scheduled date fixed for the payment or reduction of principal or interest of any such Term Loan or fees owing to such Lender (iiit being understood that Section 2.6 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment); (iv) reduce or forgive the principal amount of any Term Loan owing to such Lender (other than by the payment or prepayment thereof); (v) reduce the rate of interest thereon, on any Term Loan outstanding and owing to such Lender or reduce or forgive any interest or fees fee payable hereunder, without the written consent of each Lender directly affected thereby hereunder to such Lender; (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iiivi) postpone any scheduled date of fixed for payment of the principal amount of any Term Loan such interest or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any owing to such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Lender; (ivvii) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage aggregate Ratable Portions of Lenders required for any or all Lenders to waive, amend take any action hereunder; (viii) release all or modify any rights thereunder substantially all of the Collateral except as provided in Section 7.8 (Release of Collateral) or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Subsidiary Guarantor from its obligation obligations under its the Subsidiary Guaranty except in connection with the sale or other disposition of a Subsidiary Guarantor (except as or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise permitted herein prohibited by this Agreement); or in the other Loan Documents(ix) amend Section 7.8 (Release of Collateral), without the written consent Section 8.7 (Sharing of each LenderPayments, Etc.), this Section 8.1 or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any either definition of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contraryterms "Requisite Lenders" or "Ratable Portion"; provided, further, that no amendment, waiver or consent shall be made shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents; and provided, further, that the Administrative Agent may, with respect to Section 9 without the written consent of the AgentBorrower, amend, modify or supplement this Agreement or any other Loan Document (x) to cure any typographical error, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender, (y) to provide for the assumption of the Borrower's obligations under the Loan Documents by a successor to the Borrower pursuant to Section 5.17 (Merger, Consolidation, or Sale of Assets) or (z) to make any change that would provide additional rights or benefits to the Lenders or that would not adversely affect the legal rights of any Lender under the Loan Documents. SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone ------------------------ any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required Document, nor consent to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release departure by the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents)therefrom, without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or shall in any Security Documentevent be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, and then such waiver or consent shall be made with respect to Section 9 without effec- tive only in the written specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or -------- ------- consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limita- tion, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid princi- pal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no -------- ------- amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither Any consent or approval required or permitted by this Credit Agreement nor to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other Loan Document nor any provision hereof instrument related hereto or thereof mentioned herein may be waivedamended, amended and the performance or modified except (i) in observance by the case Borrower or any of its Subsidiaries of any terms of this Credit Agreement, pursuant to an agreement the other Loan Documents or agreements such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in writing entered into by the Borrowera particular instance and either retroactively or prospectively) with, but only with, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided that no such agreement shall Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes (i) increase other than interest accruing pursuant to Section 5.10.2 following the Term Loan Commitment effective date of any Lender waiver by the Majority Banks of the Default or Event of Default relating thereto) or the amount of the Commitment Fee or Letter of Credit Fees may not be decreased without the written consent of such Lender, (ii) reduce or forgive each Bank affected thereby; the principal amount of any Term Loan or reduce the rate Commitments may not be increased without the written consent of interest thereon, or reduce or forgive any interest or fees payable hereunderthe Borrower and of each Bank affected thereby; the Facility A Maturity Date and the Facility B Maturity Date may not be postponed without the written consent of each Bank affected thereby; this Section 26 and the definition of Majority Banks may not be amended, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment all of the principal amount Banks; no Guarantor and no substantial portion of any Term Loan or any date collateral security for the payment of any interestObligations may be released, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any all of the provisions Banks; and the amount of this Section or the definition of “Required Lenders” Agent's Fee or any other provision Letter of any Loan Document specifying Credit Fees payable for the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Agent's account and Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall 15 may not be made with respect to Section 9 amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 27.

Amendments, Waivers, Etc. (a) Neither Any consent or approval required or permitted by this Credit Agreement nor to be given by all of the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other Loan Document nor any provision hereof instrument related hereto or thereof mentioned herein may be waivedamended, amended and the performance or modified except (i) in observance by the case Borrowers of any terms of this Credit Agreement, pursuant to an agreement the other Loan Documents or agreements in writing entered into by such other instrument or the Borrower, the Agent and the Required Lenders or (ii) in the case continuance of any other Loan DocumentDefault or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretobut only with, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lendereach of the Borrowers and the written consent of the Majority Lenders. Notwithstanding the foregoing, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereonon the Notes (other than 117 interest accruing pursuant to Section 5.11 following the effective date of any waiver by the Majority Lenders of the Default or Event of Default relating thereto and except with respect to any automatic Performance Adjustments), the definition of Maturity Date, all rates of interest (except with respect to any automatic Performance Adjustments), the amount of the Commitments of the Lenders (except as contemplated by Section 2.3 and Section 19.10), and, except with respect to any automatic Performance Adjustments, the amount of commitment fee or reduce or forgive any interest or fees payable hereunder, Letter of Credit Fees hereunder may not be changed without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall the Borrowers and the written consent of all of the Lenders; the definition of Majority Lenders may not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, amended without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or all of the Lenders; this Section 10.11 or Section 10.16 hereof, 26 may not be amended without the written consent of each Lender directly affected thereby, (v) change any all of the provisions Lenders; all or a material portion of this the Collateral may not be released (except pursuant to Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, 6.3) without the written consent of each Lender, (vi) release all of the Borrower Lenders; and the amount of the Agent's fee or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in Letter of Credit Fees payable for the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Agent's account and Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall 15 may not be made with respect to Section 9 amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time CVS Caremark 2013 Credit Agreement of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither Except as otherwise expressly provided in this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents): (i) each of the Loan Documents may be modified, without amended or supplemented in any respect whatever only with the prior written consent or approval of each Lenderthe Majority Banks and the Borrowers; and (ii) the performance or observance by the Borrowers of any of their covenants, agreements or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release obligations under any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall Loan Documents may be made waived only with respect to Section 9 without the written consent of the Majority Banks; provided, however, that the following changes shall require the written consent, agreement or approval of all of the Banks directly affected thereby (with respect to clause (C)) and of all the Banks (with respect to clauses (A), (B), (D) and (E)): (A) any change in the amount or the due date of any of the Obligations; (B) any reduction in the interest rates prescribed in any of the Notes or in the Commitment Fees payable to the Banks; (C) any change in the Revolving Credit Commitment or Commitment Percentage of any of the Banks, except as permitted by Section 10.9; (D) any change in the definition of Majority Banks; (E) any amendment to Section 5.7 that would result in any material portion of the Borrowers’ assets not being subject to a negative pledge (subject to liens, charges or Encumbrances permitted under Section 5.7 hereof) or the release of any material Borrower; and (F) any change in the terms of this Section 10.7. Any change to Section 8 hereof shall not be made and any other provision of this Agreement affecting the rights or obligations of the Administrative Agent shall not be amended or modified without the prior written consent of the Administrative Agent. Any change to Section 2.5.10 hereof shall not be made without the prior written consent of the Swingline Lender. Without limitation of the foregoing, it is agreed that any requirement in any Loan Document of the consent or waiver of the Banks shall be deemed to require the consent or waiver of the Majority Banks.

Amendments, Waivers, Etc. (a) Neither Any consent or approval required or permitted by this Credit Agreement nor to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other Loan Document nor any provision hereof instrument related hereto or thereof mentioned herein may be waivedamended, amended and the performance or modified except (i) in observance by the case Borrower or any of its Subsidiaries of any terms of this Credit Agreement, pursuant to an agreement the other Loan Documents or agreements in writing entered into by such other instrument or the Borrower, the Agent and the Required Lenders or (ii) in the case continuance of any other Loan DocumentDefault or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretobut only with, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lenderthe Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereonon the Notes, or reduce or forgive the timing of any regularly scheduled payment date for principal, interest or fees payable hereunderfees, without the written consent term of each Lender directly affected thereby (providedthe Notes, that any waiver the amount of Default Rate interest shall the Commitments of the Banks and the amount of Commitment Fee or Letter of Credit Fees hereunder may not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 changed without the written consent of the Borrower and the written consent of each Bank affected thereby (except that the Commitments may be changed pursuant to and in connection with assignments made in accordance with 18 hereof); the definition of Majority Banks may not be amended without the written consent of all of the Banks; the amount of any Letter of Credit Fees payable for the Issuing Bank's account may not be amended without the written consent of the Issuing Bank; the amount of the Agent's Fee and 14 may not be amended without the written consent of the Agents; no release of any guaranty of the Obligations or release of the Liens (except pursuant to Section 28) in favor of the Banks or the Agents for the benefit of the Banks on any material portion of the Collateral shall occur without the consent of all of the Banks; and this sentence may not be waived or modified except with the written consent of all of the Banks. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agents or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 26.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of CVS Health Corporation 2018 Five Year Credit Agreement the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, if the Administrative Agent and the Borrower shall have jointly identified an CVS Health Corporation 2018 Five Year Credit Agreement obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 11.2 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrower and the Credit Party Administrative Agent; provided that, the Administrative Agent may (without any Lender's consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that are parties theretosuch actions do not, with in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 13.5 (and the assignment or granting of a participation by GECC of any interest in the Loans it may have shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of all of the Required Lenders; , agree to the following (provided that no such agreement Lender's consent shall be required for any of the following which are otherwise required under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest thereon, on the Loans payable to such Lender; (c) release the Borrower or reduce any other party from liability under the Loan Documents; (d) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, the definition of “Required "Majority Lenders” " or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Event of Default; or (g) consent to (i) the sale, without transfer or encumbrance of any portion of the written consent of each Lender, Project (vi) release the Borrower or any Guarantor from its obligation interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 11.2, Section 13.3 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Controlling Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrowers and the Credit Party Administrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from the Administrative Agent’s standard of care described in Section 13.5 (and the assignment or granting of a participation by any Lender shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not (provided that no Lender’s consent shall be required for any of the following which are parties thereto, with otherwise required under the Loan Documents): (a) without the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any each Lender without the written consent of such Lenderaffected thereby, (ii) agree to reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, ; (b) without the written consent of each Lender directly affected thereby Lender: (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iiii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, the definition of “Required Controlling Lenders” or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, thereunder or (ii) extend any stated Payment Date for principal of or interest on the Loans payable to such Lender; or (c) without the written consent of each Lender, the Controlling Lenders: (vii) release the Borrower or any Guarantor other party from its obligation liability under its Guaranty the Loan Documents, (except as otherwise permitted herein ii) release or subordinate in whole or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in part any Security Document, release any material portion of the Collateral without collateral given as security for the written consent Loans, (iii) modify the terms of each Lender. Anything in this Section 10.11 to the contraryany Event of Default, no amendment, waiver (iv) take any actions or consent shall be made exercise any remedies with respect to such Event of Default (other than any actions which the Administrative Agent believes should be taken to protect the rights of the Administrative Agent (on behalf of the Lenders) or of the Lenders under the Loan Documents on an emergency basis and within the Administrative Agent’s standard of care described in Section 9 without 13.5) or (v) consent to (A) the written sale, transfer or encumbrance of any portion of any Individual Property (or any interest therein) or any direct or indirect ownership interest therein, provided that the Administrative Agent shall not be required to obtain the prior consent of the AgentLenders to any Release or other sale or transfer which is expressly permitted by the terms of this Agreement if the conditions to such Release or other sale or transfer set forth herein have been satisfied or (B) the incurrence by Borrower of any additional indebtedness secured by any Individual Property, in each case to the extent (and subject to any standard of reasonability) such consent is required under the Loan Documents.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of the provisions of this Section or the definition of “Required Lenders” principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to Section 9 amend, modify or waive any provision of Article 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent.. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Table of Contents

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case waiver of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required Document, nor consent to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release departure by the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents)therefrom, without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or shall in any Security Documentevent be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, and then such waiver or consent shall be made with respect to Section 9 without effective only in the written specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Article VIII; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.02; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences; provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan or any Note (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without 57 the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the AgentAdministrative Agent or (B) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor (a) Except as specifically provided in Section 2.19 or 2.20Sections 11.1(c), 11.1(d) and 11.1(e), no amendment or waiver of any other provision of any Loan Document nor (other than the Fee Letter, the Control Agreements and the L/C Reimbursement Agreements) and no consent to any provision hereof or thereof may departure by any Loan Party therefrom shall be waived, amended or modified except effective unless the same shall be in writing and signed (i1x) in the case of this Agreementan amendment, pursuant consent orany other waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an agreement existing Lien over additional property,or agreements in writing entered into consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower, the Agent and the Required Lenders or (ii2y) in the case of any other Loan Documentwaiver or consentamendment, pursuant to an agreement or agreements in writing entered into by the Required Lenders (or by the Administrative Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and thethe U.S. Borrower; provided provided, however, that no such agreement shall amendment, consent or waiver described in clause (i2x) increase the Term Loan Commitment of any Lender without the written consent of such Lenderor (3y) above shall, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of unless in writing and signed by each Lender directly affected thereby (provided, that any waiver or by the Administrative Agent with the consent of Default Rate interest shall not be considered a reduction of interestsuch Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive or change any provision of Section 2.12(c); (ii) increase the Commitment of such Lender or subject such Lender to any additional obligation (which increase shall be deemed only to affect directly the Lender whose Commitment is being increased); (iii) postpone any scheduled date of payment of reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of any Term Loan of, the interest rate on, or any date for obligation of theany Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the U.S. Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any interest, fees such increase or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(cy), 2.5, 2.8, 2.9, 10.9(b) any modificationchange to the financial covenant set forth in Section 5.1 or 10.10 hereof in any definition set forth therein or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, principally used therein (v) change any it being understood that noprovisions of the provisions final paragraph of this Section or the definition of the term “Required LendersApplicable Margin” or “Revolving Commitment Fee Rate” or any other provision change into the calculation of any Loan Document specifying the number other interest, fee or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.premium due 173 [[5286738]]

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan or any Note (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waivedExcept as otherwise provided in Section 11.1(b), amended or modified except (i) in with the case written consent of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerRequired Lenders, the Agent and the Required Lenders appropriate Loan Parties may, from time to time, enter into written amendments, supplements or (ii) in the case of modifications to any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretoDocument and, with the consent of the Required Lenders; provided , the Agent may, on behalf of the Lenders, execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided, however, that no such agreement shall amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Term Loan Commitment Amount of any Lender without the written consent (provided that neither (A) a waiver of a Default or an Event of Default, nor (B) an Assignment to a Lender shall be deemed to constitute such Lenderan increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of any Fees, (iv) reduce the rate (other than the Default Rate), or extend the time of payment of, interest on any Loan or any Note, (v) reduce the amount, or extend the time of payment, of any installment or other payment of principal on any Loan or any Note, (vi) decrease or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected therebyNote, (ivvii) change consent to any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) assignment or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release delegation by the Borrower or any Guarantor from Subsidiary, or any other Loan Party, of any of its obligation rights or obligations under its any Loan Document, (viii) release all or substantially all of the obligations of any Loan Party under the Subsidiary Guaranty (except as otherwise permitted herein or other than in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made connection with respect to Section 9 without the written consent of the Agent.a

Amendments, Waivers, Etc. (a) Neither this of the Participation Agreement nor or any Guarantee. Without the consent of a Majority in Interest of Noteholders, the respective parties to the Participation Agreement may not modify, amend or supplement such agreement, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided that, without the consent of Loan Trustee, any Noteholder, any other Loan Document nor Indenture Indemnitee, any provision hereof Related Indenture Indemnitee or thereof the Company Guarantee Beneficiary, the Participation Agreement and/or any Guarantee may be waivedmodified, amended or modified except supplemented in order (i) to cure any defect or inconsistency therein or to cure any ambiguity or correct any mistake, (ii) to amend, modify or supplement any provision thereof or make any other provision with respect to matters or questions arising thereunder or under this Indenture (provided that the making of any such other provision shall not materially adversely affect the interests of Noteholders), (iii) to make any other change, or reflect any other matter, of the kind referred to in the case clauses (i) through (xiv) of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders Section 9.01 or (iiiv) in the case of any Guarantee (other Loan Documentthan the Company Guarantee), pursuant to an agreement add Company’s payment obligations under Series B Equipment Notes (and Related Series B Equipment Notes), if issued after the Closing Date, or agreements in writing entered into by Additional Series Equipment Notes (and Related Additional Series Equipment Notes), if any, to the Agent and “Guaranteed Obligations” under such Guarantee. Notwithstanding the Credit Party or Credit Parties that are parties theretoforegoing, with without the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such LenderLiquidity Provider, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest Company shall not be considered a reduction of interest), (iii) postpone enter into any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or modification of or supplement or consent to the Participation Agreement which shall be made with respect to Section 9 without the written consent reduce, modify or amend any indemnities in favor of the Agentsuch Liquidity Provider contained therein.

Amendments, Waivers, Etc. (a) Neither Any consent or approval required or permitted by this Credit Agreement nor to be given by all of the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other Loan Document nor any provision hereof instrument related hereto or thereof mentioned herein may be waivedamended, amended and the performance or modified except (i) in observance by the case Guarantor or the Borrower or any of their Subsidiaries of any terms of this Credit Agreement, pursuant to an agreement the other Loan Documents or agreements such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in writing entered into by the Borrowera particular instance and either retroactively or prospectively) with, but only with, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Borrower and the written consent of the Majority Lenders; provided that no such agreement shall . Notwithstanding the foregoing, the rate of interest on the Notes (i) increase other than interest accruing pursuant to 5.10.2 following the Term Loan Commitment effective date of any Lender waiver by the Majority Lenders of the Default or Event of Default relating thereto), the term of the Notes, the amount of the Commitments of the Lenders, and the amount of commitment fee or Letter of Credit Fees hereunder may not be changed without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without Borrower and the written consent of each Lender directly affected thereby (provided, that any waiver thereby; the Borrower's Obligations under the Credit Agreement to pay principal and/or interest on account of Default Rate interest shall the Loans may not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan forgiven in whole or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, in part without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, all of the Lenders and the Borrower; the Maturity Date may not be extended without the written consent of each Lender directly affected thereby, (v) change any all of the provisions of Lenders and the Borrower; this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, 26 may not be changed without the written consent of each Lender, (vi) release all of the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in Lenders and the other Loan Documents), Borrower; the definition of Majority Lenders may not be amended without the written consent of each Lender, all of the Lenders and the Borrower; the release of any Guarantor or the release of any Collateral (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) other than releases required by applicable law or in any Security Documentconnection with dispositions permitted under 9.5.2), release any if the aggregate value of all such Collateral released from and after the Closing Date exceeds 5% of the Collateral consolidated total assets of the Guarantor, the Borrower and their Subsidiaries, may not be consented to without the consent of all of the Lenders; the percentages of Eligible Accounts Receivable, Eligible Inventory and Maximum Drawing Amounts for Letters of Credit under the definition of Borrowing Base may not be increased without the written consent of each Lender. Anything in this Section 10.11 to all of the contrary, no amendment, waiver or consent shall Lenders; the amount of any Letter of Credit Fees payable for the L/C Issuer's account and 15 may not be made with respect to Section 9 amended without the written consent of the Administrative Agent, the L/C Issuer and the Borrower; and the amount of the Agent's fee under 5.1 may not be amended without the written consent of the Administrative Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of either Bank Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Nothing contained in 4.5 or 15.1 shall be deemed to waive or impair any claims that the Borrower may have against any of the Lenders for any failure by such Lender to comply with its obligations under this Credit Agreement. 27.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case written consent of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerRequired Lenders, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretothereto may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders; , the Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement shall amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Term Loan Commitment Amount of any Lender without the written consent (provided that no waiver of a Default or Event of Default shall be deemed to constitute such Lenderan increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Loan or any Note, (vi) decrease or forgive the principal amount of any Term Loan, any Note or any Reimbursement Obligation, (vii) consent to any assignment or delegation by a Credit Party of any of its rights or obligations under any Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby Document to which it is a party (provided, that any waiver of Default Rate interest shall not be considered a reduction of interestexcept as expressly contemplated by Section 8.4), (iiiviii) postpone any scheduled date of payment of the principal amount of any Term Loan release either Guaranty or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected therebyGuarantor thereunder, (ivix) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or 12.1, (x) change the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vixi) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in several nature of the other Loan Documents), without obligations of the written consent of each LenderLenders, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral without sharing provisions among Lenders. Notwithstanding the written consent of each Lender. Anything in this Section 10.11 to the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer or (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Agent and all future holders of the Loans and the Reimbursement Obligations. In the case of any waiver, the Credit Parties, the Lenders and the Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary contained in this Section 12.1, the Aggregate Commitment Amount and a Lender's Commitment Amount may be changed to the extent provided in Section 2.13.

Amendments, Waivers, Etc. (a) Neither Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement nor any other Loan Document nor any provision hereof to be given by one or thereof more or all of the Banks may be waivedgiven, amended or modified except (i) in the case and any term of this Agreement, pursuant to an agreement Credit Agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Documentinstrument related hereto or mentioned herein may be amended, pursuant to an agreement and the performance or agreements in writing entered into observance by the Agent Borrower or the Guarantor of any terms of this Credit Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided that no such agreement shall Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes (i) increase other than interest accruing pursuant to Section 5.11.2 hereof following the Term Loan Commitment effective date of any Lender waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the amount of the Commitments of the Banks, the amount of commitment fee hereunder and the release of Collateral with a value in excess of $1,000,000, may not be changed without the written consent of such Lender, (ii) reduce or forgive the principal amount Borrower and the written consent of any Term Loan or reduce each Bank affected thereby; the rate definition of interest thereon, or reduce or forgive any interest or fees payable hereunder, Majority Banks may not be amended without the written consent of each Lender directly affected thereby (provided, that any waiver all of Default Rate interest shall the Banks; and Section 15 hereof may not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of either Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. This Agreement may be amended with the consent and agreement of the Required Lenders and the Borrower, in each case such consent not to be unreasonably withheld or delayed, and any waiver, consent, agreement, direction, instruction, declaration of acceleration or otherwise or other decision or action to be made by the Lenders under the provisions of this Agreement may be given, taken or made, by the Required Lenders, and any such action by the Required Lenders shall bind all of the Lenders, provided that notwithstanding the foregoing no amendment to this Agreement or the other Credit Documents may be agreed to and no waiver, consent, agreement, direction, instruction, declaration or other decision or action may be given, taken or made with respect to any of the following matters without the prior written consent of every Lender: (a) Neither any increase in the Aggregate Term Tranche Commitments or the Aggregate Revolving Tranche Commitments; (b) any reduction of or compromise with respect to any of the outstanding Obligations; (c) any reduction in the interest rates or fees or Applicable Margin applicable to any Advance or Type of Advance or any Credit Facility; (d) any extension in the timing or reduction in the frequency or amount of any payment required to be made by the Borrower hereunder; and (e) any amendment to the definition of Required Lenders or to any of Section 5.8 or Section 5.11, or to this Agreement nor any other Loan Document nor any provision hereof or thereof may be waivedSection 12.3, amended or modified except but: (i) no amendment to this Agreement may be agreed to and no waiver, consent, agreement, direction, instruction, declaration or other decision or action may be given, taken or made with respect to any increase in a Lender’s Commitment or the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment subjection of any Lender to any additional or increased obligation without the prior written consent of such Lender, ; (ii) reduce no amendment to this Agreement may be agreed to and no waiver, consent, agreement, direction, instruction, declaration or forgive the principal amount other decision or action may be given, taken or made with respect to any amendment of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount duties or obligations of any Term Loan the Agent or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Article XI without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the prior written consent of the Agent. Notwithstanding the foregoing, no failure to exercise and no delay in exercising any right, power or privilege under this Agreement or other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any such amendment or waiver made or given in compliance with this Section 12.3 shall be binding upon the Borrower, each of the Lenders and the Agent, and shall be for such period and subject to such conditions as shall be specified in the Approval Instrument containing such amendment or waiver. In the case of any such waiver of any Event of Default, the Borrower, the Lenders and the Agent shall be restored to their former positions and rights under this Agreement and any Event of Default so waived shall be deemed to be cured and not continuing, provided that no such waiver or amendment shall extend to any subsequent or other Event of Default or impair any right consequent thereon. The remedies herein provided are cumulative and not exclusive of any other rights or remedies available at or provided by law.

Amendments, Waivers, Etc. (a) Neither Except as otherwise expressly provided in this Agreement nor or any of the other Loan Document nor any provision hereof or thereof Documents: (i) each of the Loan Documents may be waivedmodified, amended or modified supplemented in any respect whatever only with the prior written consent or approval of the Required Banks and the Borrowers; and (ii) the performance or observance by the Borrowers of any of their covenants, agreements or obligations under any of the Loan Documents may be waived only with the written consent of the Required Banks; provided, however, that the following changes shall require the written consent, agreement or approval of all of the Banks: (A) any decrease in the amount of or postponement or subordination of the regularly scheduled or otherwise required payment date for any of the Obligations (including, without limitation, principal, interest and fees, but excluding Obligations under any Interest Rate Protection Agreement); (B) any decrease in the interest rates or amount of any fees prescribed in this Agreement; (C) any increase in the Commitment or Commitment Percentage of any of the Banks, except as permitted by Section 2.7 or Section 9.10 or any modification, amendment or waiver of Section 2.7, provided that no Bank's Commitment may be increased without the consent of such Bank; (D) any release of all or any substantial part of the Collateral (except for any such releases of Collateral permitted or provided for in the Loan Documents); (E) any change in the definition of Required Banks; (F) the release of any Designated Co-Borrower whose GAAP total assets exceed $25,000,000 (exclusive of intercompany indebtedness) or the release or termination of any Subsidiary Guaranty of a Subsidiary whose GAAP total assets exceed $25,000,000 (exclusive of intercompany indebtedness) or the assignment of any of the Borrowers' rights and obligations hereunder (other than in connection with a merger permitted under Section 6.4(b); and (G) any change in the terms of this Section 9.8. Notwithstanding the foregoing, (i) in the case of this Agreement, pursuant event that any proposed change referred to an agreement in clauses (A) or agreements in writing entered into by (B) above relates solely to the Borrower, the Agent Revolving Credit Loans and the Required Lenders Revolving Credit Commitments, and not to Term Loan A or the Term Loan A Commitments, such changes shall require only the written consent of all of the Banks having a Revolving Credit Commitment, (ii) in the case of event that any other proposed change referred to in clauses (A) or (B) above relates solely to Term Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent A and the Term Loan A Commitment, and not to the Revolving Credit Party Loans or the Revolving Credit Parties Commitments, such changes shall only require the written consent of all of the Banks having a Term Loan A Commitment, (iii) in the event that are parties theretoany proposed change referred to in clause (C) above relates solely to the Revolving Credit Commitments, with and not to the Term Loan A Commitments, such changes shall require the written consent of the Required Lenders; provided Banks and of any Bank whose Revolving Credit Commitment is being increased, and (iv) in the event that no such agreement shall any proposed change referred to in clause (iC) increase above relates solely to the Term Loan Commitment of any Lender without A Commitment, and not to the Revolving Credit Commitments, such changes shall require the written consent of such Lender, (ii) reduce or forgive the principal amount Required Banks and of any Bank whose Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) A Commitment is being increased. Any change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this to Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” IX or any other provision of any Loan Document specifying this Agreement affecting the number rights or percentage obligations of Lenders required to waive, amend the Administrative Agent shall not be amended or modify any rights thereunder or make any determination or grant any consent thereunder, modified without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the prior written consent of the Administrative Agent; any change to Section 2.1(b) or any other provision of this Agreement affecting the rights or obligations of the Swingline Lender shall not be amended or modified without the prior written consent of the Swingline Lender; and any change to Section 2.17 or 2.18 or any other provision of this Agreement affecting the rights or obligations of the Issuing Bank shall not be amended or modified without the prior written consent of the Issuing Bank.

Amendments, Waivers, Etc. (a) Neither Unless otherwise specifically provided herein and subject to the terms and provisions of Sections 11.11(b) and 11.11(c) below, any provision of this Credit Agreement nor or any other Loan Fundamental Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreementwaived if, pursuant to an agreement but only if, such amendment or agreements waiver is in writing entered into and is signed by the Borrower, the Agent Credit Parties and the Required Lenders (and, if the rights or (ii) in duties of the case of Administrative Agent, any other Loan DocumentAgent, pursuant to an agreement the Collateral Agent, the Tranche A Agent or agreements in writing entered into the Tranche A Collateral Agent is affected thereby, then by the Administrative Agent, such other Agent, the Collateral Agent, the Tranche A Agent, or the Tranche A Collateral Agent and the Credit Party or Credit Parties that are parties thereto(as applicable)); provided, with the consent of the Required Lenders; provided that no such agreement amendment or waiver shall (i) increase the Term Loan Revolving Credit Commitment of any Lender Revolving Credit Lender, without the prior written consent of such Revolving Credit Lender, (ii) increase the Total Senior Priority Commitment without the prior written consent of each Senior Priority Lender and each of the Required Restructured Lenders and the Required Tranche A Lenders, (iii) increase, reduce or forgive the principal amount of outstanding Terms Loans, Tranche A Loans, Revolving Credit Loans or Senior Priority Loans of any Lender, without the prior written consent of such Lender, (iiiv) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereonon, any Loan, or reduce or forgive any interest or fees payable hereunderspecified herein, due to a Lender, in each case, without the prior written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)such Lender, (iiiv) postpone any scheduled extend the final maturity date of payment of the principal amount any Loan of any Term Loan or Lender, without the prior written consent of such Lender, (vi) extend any date fixed for the payment of any interest, interest on any Loans or any fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitmenthereunder due to a Lender, without the prior written consent of each Lender directly affected therebysuch Lender, (ivvii) change release all or substantially all of the Collateral and the Mortgaged Real Property Assets (taken as a whole) from the Liens created by the Fundamental Documents, without the prior written consent of all the Lenders (it being understood and agreed that any provision contained Lien on any asset sold or otherwise disposed of in Sections 2.2(caccordance with, and as permitted by, the terms of this Credit Agreement (and not constituting all or substantially all of the Collateral and the Mortgaged Real Property Assets), 2.5may be released upon such sale or other disposition, 2.8without the further consent of any Lender), 2.9(viii) amend the definition of "Required Lenders", 10.9(b) the definition of "Super-Majority Lenders", the defintiion of "Ninety Percent Lenders" or 10.10 hereof or this the provisions of the first sentence of Section 10.11 or Section 10.16 2.19 hereof, without the prior written consent of each Lender directly affected therebyall the Lenders, (vix) change any of the provisions of this Section or amend the definition of “Required Lenders” "Junior Securities" or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunderSchedule 1C hereto, without the prior written consent of each Lenderthe Super-Majority Lenders, (vix) amend Section 2.7(a) hereof to extend the date fixed for the one amortization payment of the Term Loans and Tranche A Loans set forth therein, without the prior written consent of the Ninety Percent Lenders, or (xi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents)obligations hereunder, without the prior written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, the Super-Majority Lenders; provided; that any Guarantor sold in Section 10.11(b) or in accordance with the terms of this Credit Agreement shall be released upon any Security Document, release any of the Collateral such sale without the written further consent of each any Lender. Anything in this Section 10.11 to the contraryNo such amendment, no amendmentmodification, waiver or consent shall be made with respect to amend Section 9 2.4 or Section 2.5 hereof or adversely affect the rights and obligations of any Issuing Bank hereunder without the prior written consent of the Agentsuch Issuing Bank. Each holder of a Loan or a Note hereunder shall be bound by any amendment, modification, waiver or consent authorized as provided herein (whether or not any applicable Note shall have been marked to indicate such amendment, modification, waiver or consent); and any consent by any holder of a Loan or a Note shall bind any Person subsequently acquiring such Loan or Note (whether or not any applicable Note is so marked).

Amendments, Waivers, Etc. (a) Neither this Agreement nor No amendment or waiver of any other provision of any International Loan Document nor and no consent to any provision hereof or thereof may departure by any International Loan Party therefrom shall be waivedeffective unless the same shall be in writing and signed (1) as provided in Section 2.18, amended or modified except (i2) in the case of this Agreementan amendment, pursuant consent or waiver (A) to cure any technical error, ambiguity, omission, defect or inconsistency or (B) granting a new Lien for the benefit of the International Secured Parties or extending an agreement or agreements existing Lien over additional Property, in writing entered into each case by the BorrowerInternational Collateral Agent, the Agent Borrower and any other International Loan Party which is a party to the Required Lenders or International Loan Document in question, (ii3) in the case of any other Loan Document, pursuant waiver or consent (other than to an agreement or agreements in writing entered into by effect the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent intent of the Required Lenders; provided that no such agreement shall clauses (i) increase the Term Loan Commitment of any Lender without the written consent of such Lenderii), (iiiii) reduce or forgive and (iv) below which, for the principal amount avoidance of any Term Loan or reduce the rate of interest thereondoubt, or reduce or forgive any interest or fees payable hereunder, without the written shall require consent of each Lender directly affected thereby (provided, that any waiver or by the Administrative Agent with consent of Default Rate interest such Lender) and which shall not be considered a reduction require consent of interestthe Required Lenders), by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (4) in the case of any other amendment (other than to effect the intent of clauses (ii), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date and (iv) below which, for the payment avoidance of any interestdoubt, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written shall also require consent of each Lender directly affected thereby, thereby (ivor by the Administrative Agent with consent of such Lender) change any provision contained in Sections 2.2(cand which shall not require consent of the Required Lenders), 2.5by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, 2.8however, 2.9that no amendment, 10.9(bconsent or waiver described in clause (3) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof(4) above shall, without the written consent of unless in writing and signed by each Lender directly affected therebythereby (or by the Administrative Agent with the consent of such Lender), (v) change in addition to any other Person the signature of which is otherwise required pursuant to any International Loan Document, do any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.following:

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 11.2 and ------------ any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrower and the Credit Party Administrative Agent; provided that, the Administrative Agent may (without any -------- Lender's consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that are parties theretosuch actions do not, with in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 13.5 (and the ------------ assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender's consent shall be required for any of the following which are otherwise required under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate of interest thereon, or reduce or forgive any interest or fees payable hereunderthereon (except that Administrative Agent may, without the written consent Lenders' consent; waive the requirement that interest be paid at the Default Rate); (b) extend any stated payment date for principal of each Lender directly affected thereby or interest on the Loans payable to such Lender; (providedc) release the Borrower, that any waiver of Default Rate interest shall not be considered a reduction of interest), Guarantor or any other party from liability under the Loan Documents; (iiid) postpone release or subordinate in whole or in part any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or Loans other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, than in accordance with Section 2.9; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, ----------- the definition of “Required "Majority Lenders” " or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; or (f) consent to (i) the sale, without the written consent transfer or encumbrance of each Lender, any portion of a Project (vi) release the Borrower or any Guarantor from its obligation interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by a Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)[intentionally omitted], (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby[intentionally omitted], (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of the provisions of this Section or the definition of “Required Lenders” principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case written consent of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerRequired Lenders, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretothereto may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents or the CVS Subordinated Note and, with the written consent of the Required Lenders; , the Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or the CVS Subordinated Note or any Default or Event of Default and its consequences, provided that no such agreement shall amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Term Loan Commitment Amount of any Lender without the written consent (provided that no waiver of a Default or Event of Default shall be deemed to constitute such Lenderan increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Loan or any Note, (vi) decrease or forgive the principal amount of any Term Loan, any Note or any Reimbursement Obligation, (vii) consent to any assignment or delegation by a Credit Party of any of its rights or obligations under any Loan Document to which it is a party or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby CVS Subordinated Note (provided, that any waiver of Default Rate interest shall not be considered a reduction of interestexcept as expressly contemplated by Section 8.4), (iiiviii) postpone any scheduled date of payment of the principal amount of any Term Loan release either Guaranty or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected therebyGuarantor thereunder, (ivix) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or 12.1, (x) change the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vixi) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in several nature of the other Loan Documents), without obligations of the written consent of each LenderLenders, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral without sharing provisions among Lenders. Notwithstanding the written consent of each Lender. Anything in this Section 10.11 to the contraryforegoing, no such amendment, 70 DRAFT 11/15/96 supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Agent, the Issuer or the Swing Line Lender under any Loan Document or the CVS Subordinated Note without the written consent of the Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer or (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Agent and all future holders of the Loans and the Reimbursement Obligations. In the case of any waiver, the Credit Parties, the Lenders and the Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 12.2 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrower and the Credit Party Administrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that are parties theretosuch actions do not, with in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5 (and the assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest thereon, on the Loans payable to such Lender; (c) release Borrower or reduce any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 14.8); (d) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, the definition of “Required Majority Lenders” or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Event of Default; or (g) consent to (i) the sale, without transfer or encumbrance of any portion of the written consent of each Lender, Project (vi) release the Borrower or any Guarantor from its obligation interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor No amendment, modification or waiver of ------------------------ any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement the Notes or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant nor any consent to an agreement any departure by the Borrower or agreements any of its Subsidiaries or Foreign Affiliates therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing entered into by the Agent Required Banks and the Credit Party Borrower, and each such waiver or Credit Parties consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that are parties theretono amendment, with the waiver or -------- consent shall, unless consented to in writing by each affected Bank, do any of the Required Lenders; provided that no such agreement shall following: (ia) increase the Term Loan any Commitment of any Lender without of the written consent Banks or subject the Agent or any of such Lender, the Banks to any additional obligations; (iib) reduce the principal of, or forgive interest on, any Advance, any Letter of Credit Exposure Amount or any fee hereunder; (c) waive or postpone any scheduled date fixed for any payment of principal of, or interest on, any Advance, any Letter of Credit Exposure Amount or any fee or other sum to be paid hereunder; (d) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any Term Loan or reduce of the rate Advances, any Letter of interest thereonCredit Exposure Amount, or reduce or forgive any interest or fees payable hereunder, without the written consent number of each Lender directly affected thereby (provided, that any waiver of Default Rate interest Banks which shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of required for the principal amount of any Term Loan Banks or any date for the payment of them to take any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, action under this Agreement; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change increase any of the provisions of this Section or Borrowing Base advance rates above the respective percentages set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive"Borrowing Base" in Section 1.1 hereof, amend or modify any rights thereunder or make any determination change in the definition of Eligible Receivables ----------- or grant any consent thereunder, without Eligible Inventory that results in an increase in the written consent assets or values of each Lender, assets included in the Borrowing Base; (vif) release the Borrower or from liability for any of the Obligations; (g) release any Guarantor from its obligation under its Guaranty any Guaranty; (except h) other than as otherwise expressly permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Documentby this Agreement, release any Collateral for any of the Collateral without Obligations; (i) waive any of the written consent conditions specified in Section 4.1 ----------- hereof; or (j) change the definition of each Lender"Required Banks" contained herein; and provided further that nothing herein shall affect, limit or restrict the Agent's -------- ------- right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for Receivables and inventory or any Reserves, from time to time solely in the Agent's exclusive judgment. Anything in this Section 10.11 10.12 to the contrary, no amendment, waiver or consent ----- shall be made with respect to Section 9 without the written consent of the --------- Agent. Notwithstanding any contrary provision hereof, if any Bank fails to consent to any of the above-described items requiring the unanimous consent of the Banks when such consent has been requested by the Agent and the Required Banks, the Agent shall be entitled to cause such non-consenting Bank to be replaced hereunder by an Eligible Assignee. In such event, such non-consenting Bank agrees to abide by the relevant provisions of Section 10.13 hereof in ------------- connection with the replacement of such non-consenting Bank by the Eligible Assignee secured by the Agent.

Amendments, Waivers, Etc. (a) Neither Subject to any consents required pursuant to this Section 11.2 and any other provisions of this Agreement nor (including, without limitation, Section 2.3(e)), and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by Borrower and Administrative Agent; provided that, Administrative Agent may (without any Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 13.5 (and the Credit Party assignment or Credit Parties granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that are parties theretoAdministrative Agent will not, with without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender's consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest thereonon the Loans payable to such Lender; (c) release Borrower, any Guarantor or reduce any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 11.24 and any resigning Administrative Agent pursuant to Section 13.8); (d) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, the definition of “Required "Majority Lenders” " or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Event of Default; or (g) consent to (i) the sale, without transfer or encumbrance of any portion of the written consent of each Lender, Property (vi) release the Borrower or any Guarantor from its obligation interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Property, in each case to the extent (and subject to any standard of reasonability) such consent is required under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent., the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case

Amendments, Waivers, Etc. (a) Neither this This Agreement and the Notes may not be amended, supplemented or modified, nor any other Loan Document nor any provision hereof or thereof may of its terms be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by written instruments signed by the Borrower, the Agent Company and the Required Lenders or Majority Banks (ii) and, in the case of any other Loan Documentamendment, pursuant to an agreement supplement, modification or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretowaiver affecting Article IX hereof, with the consent each of the Required LendersAgents); provided provided, however, that no such agreement shall (i) increase the Term Loan Commitment of any Lender amendment, supplement, modification or waiver shall, without the written consent of such Lenderall of the Banks: (i) extend the term of, or change the amount of, or change any of the provisions of 1.04 hereof with respect to the reduction or increase of, the Commitment of any Bank, or decrease the rate at which commitment or facility fees accrue hereunder or extend the time for payment thereof, (ii) reduce amend, modify or forgive waive any of the principal amount provisions of 1.04(b) with respect to the reduction of Commitments resulting from a Change of Control or any of the provisions of 5.05(a), (iii) extend the maturity of any Term Loan or reduce Loan, change the rate of interest thereon, or reduce or forgive affect in any interest or fees payable hereunder, without way the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date terms of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected therebythereof, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without alter the written consent definition of each Lender directly affected thereby"Majority Banks", (v) change affect any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required relating to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each LenderFixed Rate Loans, (vi) release the Borrower alter this 8.07 or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents8.09(a), without the written consent of each Lender, or (vii) except as otherwise expressly provided hereinwaive any condition specified in Article IV, including without limitation(viii) waive an Event of Default under paragraph J or K of Article VII or modify the effect thereof or (ix) waive or amend any representation contained in Article VI; provided, in Section 10.11(b) further, that 1.03 and 1.08 hereof may be amended, supplemented or in any Security Documentmodified, release and any of the Collateral without terms thereof waived, by written instrument signed only by the written consent of each LenderCompany and the Swingline Bank. Anything in this Section 10.11 to the contrary, no Any such amendment, supplement, modification or waiver or consent so entered into shall apply equally to all of the Banks and any holder of the Notes and shall be made with respect binding upon all parties hereto. Any waiver hereunder shall be for such period and subject to Section 9 without such conditions as shall be specified in such written instrument. In the written consent case of any waiver of an Event of Default, such Event of Default shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Event of Default or any right, power or privilege of the AgentBanks hereunder in connection therewith.

Amendments, Waivers, Etc. (a) Neither this of the Participation Agreement nor or Parent Guarantee. Without the consent of a Majority in Interest of Noteholders, the respective parties to the Participation Agreement may not modify, amend or supplement such agreement, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided that, without the consent of the Loan Trustee, any Noteholder, any other Loan Document nor Indenture Indemnitee or any provision hereof or thereof Related Indenture Indemnitee, the Participation Agreement and/or the Parent Guarantee may be waivedmodified, amended or modified except supplemented in order (i) to cure any defect or inconsistency therein or to cure any ambiguity or correct any mistake, (ii) to amend, modify or supplement any provision thereof or make any other provision with respect to matters or questions arising thereunder or under this Indenture, provided that the making of any such other provision shall not materially adversely affect the interests of the Noteholders, (iii) to make any other change, or reflect any other matter, of the kind referred to in clauses (i) through (xv) of Section 9.01 or (iv) in the case of this Agreementthe Parent Guarantee, pursuant to an agreement add the Company’s payment obligations under the new Series B Equipment Notes (and Related Series B Equipment Notes), if any, issued in connection with the refinancing of Series B Equipment Notes or agreements in writing entered into by Additional Series Indenture and Security Agreement (American Airlines 2011-1 Aircraft EETC) [Reg. No.] 81 Equipment Notes (and Related Additional Series Equipment Notes) to the Borrower“Obligations” under the Parent Guarantee. Notwithstanding the foregoing, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with without the consent of any Liquidity Provider, the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest Company shall not be considered a reduction of interest), (iii) postpone enter into any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or modification of or supplement or consent to the Participation Agreement which shall be made with respect to Section 9 without the written consent reduce, modify or amend any indemnities in favor of the Agentsuch Liquidity Provider contained therein.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written CVS Health Corporation 2017 Five Year Credit Agreement instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, PROVIDED that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (PROVIDED that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without 56 the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither No amendment or waiver of any provision of this Agreement nor or any other Loan Document nor consent to any provision hereof or thereof may departure by any Loan Party therefrom shall in any event be waived, amended or modified except effective unless the same shall be in writing and (ix) in the case of this Agreementan amendment to cure any ambiguity, pursuant to an agreement omission, defect or agreements in writing entered into inconsistency, signed by the Administrative Agent and the Borrower, (y) in the case of any such waiver or consent, signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Required Lenders or (iiz) in the case of any other Loan Documentamendment, pursuant to an agreement or agreements in writing entered into by the Requisite Lenders (or by the Administrative Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, however, that any (A) no amendment, waiver of Default Rate interest shall not be considered a reduction of interest)or consent shall, (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of unless in writing and signed by each Lender directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following: (i) waive any condition specified in Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit) or 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit), except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), subject to the provisions of Section 3.3 (Determinations of Initial Borrowing Conditions); (ii) increase the Revolving Credit Commitment of such Lender or subject such Lender to any additional obligation; (iii) extend the scheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any scheduled date fixed for the payment or reduction of principal or interest of any such Loan or fees owing to such Lender (it being understood that Section 2.8 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment; (iv) change reduce, or release the Borrower from its obligations to repay, the principal amount of any provision contained in Sections 2.2(cLoan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, ; (v) change reduce the rate of interest on any of the provisions of this Section Loan or the definition of “Required Lenders” Reimbursement Obligation outstanding and owing to such Lender or any other provision fee payable hereunder to such Lender; (vi) postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any Loan Document specifying such payment; (vii) change the number or percentage aggregate Ratable Portions of Lenders required for any or all Lenders to waive, amend take any action hereunder; (viii) release all or modify any rights thereunder substantially all of the Collateral except as provided in Section 9.8 (Release of Collateral) or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Subsidiary Guarantor from its obligation obligations under its the Guaranty except in connection with the sale or other disposition of a Subsidiary Guarantor (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, all or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any substantially all of the Collateral without the written consent of each Lender. Anything in assets thereof) permitted by this Section 10.11 Agreement (or permitted pursuant to the contrary, no amendment, a waiver or consent shall be made with respect to of a transaction otherwise prohibited by this Agreement); or (ix) amend Section 9 without the written consent 9.8 (Release of the Agent.Collateral), Section 10.7 (

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 12.2 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by Borrower and Administrative Agent; provided that, Administrative Agent may (without any Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 14.5 (and the Credit Party assignment or Credit Parties granting of a participation by Eurohypo shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that are parties theretoAdministrative Agent will not, with without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender's consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest thereonon the Loans payable to such Lender; (c) release Borrower, any Guarantor or reduce any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 14.8); (d) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or 12.2, the definition of “Required "Majority Lenders” " or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Event of Default; or (g) consent to (i) the sale, without transfer or encumbrance of any portion of the written consent of each Lender, Project (vi) release the Borrower or any Guarantor from its obligation interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 11.2. Section 13.3 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Controlling Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrowers and the Credit Party Administrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from the Administrative Agent’s standard of care described in Section 13.5 (and the assignment or granting of a participation by any Lender shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not (provided that no Lender’s consent shall be required for any of the following which are parties thereto, with otherwise required under the Loan Documents): (a) without the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any each Lender without the written consent of such Lenderaffected thereby, (ii) agree to reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, ; (b) without the written consent of each Lender directly affected thereby Lender: (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iiii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or Section, the definition of “Required Controlling Lenders” or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, thereunder or (ii) extend any stated Payment Date for principal of or interest on the Loans payable to such Lender; or (c) without the written consent of each Lender, the Controlling Lenders: (vii) release the Borrower or any Guarantor other party from its obligation liability under its Guaranty the Loan Documents, (except as otherwise permitted herein ii) release or subordinate in whole or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in part any Security Document, release any material portion of the Collateral without collateral given as security for the written consent Loans, (iii) modify the terms of each Lender. Anything in this Section 10.11 to the contraryany Event of Default, no amendment, waiver (iv) take any actions or consent shall be made exercise any remedies with respect to such Event of Default (other than any actions which the Administrative Agent believes should be taken to protect the rights of the Administrative Agent (on behalf of the Lenders) or of the Lenders under the Loan Documents on an emergency basis and within the Administrative Agent’s standard of care described in Section 9 without 13.5) or (v) consent to (A) the written sale, transfer or encumbrance of any portion of any Individual Property (or any interest therein) or any direct or indirect ownership interest therein, provided that the Administrative Agent shall not be required to obtain the prior consent of the AgentLenders to any Release or other sale or transfer which is expressly permitted by the terms of this Agreement if the conditions to such Release or other sale or transfer set forth herein have been satisfied or (B) the incurrence by Borrower of any additional indebtedness secured by any Individual Property, in each case to the extent (and subject to any standard of reasonability) such consent is required under the Loan Documents.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, PROVIDED that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (PROVIDED that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of the provisions of this Section or the definition of “Required Lenders” principal on any Loan or any other provision Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, Note without the written consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to amend, modify or waive any 45 provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof No amendment, modification or thereof may be waived, amended or modified except (i) in the case discharge of this Agreement, pursuant to an agreement and no waiver hereunder, shall be valid or agreements binding unless set forth in writing entered into and duly executed by the Borrowerparty against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the Agent specific matter described in such writing and shall in no way impair the Required Lenders or (ii) rights of the party granting such waiver in the case of any other Loan Document, pursuant to an agreement respect or agreements in writing entered into at any other time. Neither the waiver by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent any of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment parties hereto of any Lender without the written consent a breach of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change default under any of the provisions of this Section or Agreement, nor the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release failure by any of the Collateral without parties, on one or more occasions, to enforce any of the written consent provisions of each Lenderthis Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. Anything The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement or failure to fulfill any condition shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. Notwithstanding anything to the contrary in this Section 10.11 to Agreement, the contraryPurchaser agrees that any amendment, no waiver or consent taken, given or made by the Company (including the Board) in respect of this Agreement or the transactions contemplated hereby shall not be effective unless such amendment, waiver or consent shall be made with respect to Section 9 without have received the written consent prior approval of a majority of the AgentPublic Directors. The Company will provide the Purchaser with written evidence of the approval of the majority of the Public Directors in connection with its execution and delivery of any such amendment, waiver or consent in respect of this Agreement.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan or any Note (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the AgentAdministrative Agent or (B) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the CVS Health Corporation 2015 Credit Agreement several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment CVS Health Corporation 2017 364-Day Credit Agreement of, interest on any provision contained Revolving Credit Loan or any Note (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (viixi) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of change the Collateral sharing provisions among Lenders without the written consent of each LenderLender directly affected thereby. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the AgentAdministrative Agent or (B) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this This Agreement and the Notes may not be amended, supplemented or modified, nor any other Loan Document nor any provision hereof or thereof may of its terms be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by written instruments signed by the Borrower, the Agent Company and the Required Lenders or Majority Banks (ii) and, in the case of any other Loan Documentamendment, pursuant to an agreement supplement, modification or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties theretowaiver affecting Article IX hereof, with the consent each of the Required LendersAgents); provided provided, however, that no such agreement shall (i) increase the Term Loan Commitment of any Lender amendment, supplement, modification or waiver shall, without the written consent of such Lenderall of the Banks: (i) extend the term of, or change the amount of, or change any of the provisions of ss.1.04 hereof with respect to the reduction or increase of, the Commitment of any Bank, or change the rate at which commitment or facility fees accrue hereunder or extend the time for payment thereof, (ii) reduce or forgive extend the principal amount maturity of any Term Loan or reduce Loan, change the rate of interest thereon, or reduce or forgive affect in any interest or fees payable hereunder, without way the written consent terms of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)payment thereof, (iii) postpone any scheduled date alter the definition of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby"Majority Banks", (iv) change affect any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected therebyprovisions relating to Fixed Rate Loans, (v) change any of the provisions of alter this Section ss.8.07 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lenderss.8.09(a), (vi) release the Borrower or waive any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or condition specified in the other Loan Documents)Article IV, without the written consent of each Lender, or (vii) except as otherwise expressly provided hereinwaive an Event of Default under paragraph J or K of Article VII or modify the effect thereof or (viii) waive or amend any representation contained in Article VI; provided, including without limitationfurther, in Section 10.11(b) that ss.1.03 and ss.1.08 hereof may be amended, supplemented or in any Security Documentmodified, release and any of the Collateral without terms thereof waived, by written instrument signed only by the written consent of each LenderCompany and the Swingline Bank. Anything in this Section 10.11 to the contrary, no Any such amendment, supplement, modification or waiver or consent so entered into shall apply equally to all of the Banks and any holder of the Notes and shall be made with respect binding upon all parties hereto. Any waiver hereunder shall be for such period and subject to Section 9 without such conditions as shall be specified in such written instrument. In the written consent case of any waiver of an Event of Default, such Event of Default shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Event of Default or any right, power or privilege of the AgentBanks hereunder in connection therewith.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Credit Parties and the Required Majority Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent Credit Parties and the Credit Party or Credit Parties that are parties thereto, Administrative Agent with the consent of the Required Majority Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce any fees or forgive any interest or fees other amounts payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any the scheduled date of payment of the principal amount of any Term Loan or any date for the payment of interest thereon, or any interest, fees or other Obligations amounts payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained Sections 2.07 or 2.08 in Sections 2.2(c)a manner that would alter the pro rata sharing of payments required thereby, 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereofthe priority of payments set forth in such Sections, without the written consent of each Lender directly affected therebyLender, (v) waive any condition precedent to the Loans without the consent of each Lender, subject to Section 3.02, or (vi) change any of the provisions of this Section or the definition of “Required "Majority Lenders” " or any other provision of any Loan Document hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder hereunder or make any determination or grant any consent thereunderhereunder, without the written consent of each Lender; provided further that no such agreement shall amend, (vi) release modify or otherwise affect the Borrower rights or any Guarantor from its obligation under its Guaranty (except duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Except as otherwise permitted herein provided above in this Section 9.01 with respect to this Agreement, the Administrative Agent may, with the prior written consent of the Majority Lenders (but not otherwise), consent to any modification, supplement or in waiver under any of the other Loan Operative Documents), provided that, without the written prior consent of each Lender, or the Administrative Agent shall not (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) herein or in the Security Documents) release any collateral security or otherwise terminate any Lien under any Security DocumentDocuments providing for collateral security, release any agree to additional obligations being secured by such collateral security or alter the relative priorities of the Collateral without the written consent of each Lender. Anything in this Section 10.11 obligations entitled to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent benefits of the AgentLiens created under the Security Documents. Notwithstanding the foregoing, an Incremental Term Loan Amendment shall not require the approval of any Lender other than each Incremental Term Loan Assuming Lender.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Credit Parties and the Required Majority Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent Credit Parties and the Credit Party or Credit Parties that are parties thereto, Administrative Agent with the consent of the Required Majority Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce any fees or forgive any interest or fees other amounts payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iiiii) postpone any the scheduled date of payment of the principal amount of any Term Loan or any date for the payment of interest thereon, or any interest, fees or other Obligations amounts payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender affected thereby, (iii) change Sections 2.07 or postpone 2.08 in a manner that would alter the scheduled date pro rata sharing of expiration payments required thereby, or the priority of any Term Loan Commitmentpayments set forth in such Sections, without the written consent of each Lender directly affected therebyLender, (iv) change waive any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, condition precedent to the Loans without the written consent of each Lender directly affected therebyLender, subject to Section 3.02, or (v) change any of the provisions of this Section or the definition of “Required "Majority Lenders” " or any other provision of any Loan Document hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder hereunder or make any determination or grant any consent thereunderhereunder, without the written consent of each Lender; provided further that no such agreement shall amend, (vi) release modify or otherwise affect the Borrower rights or any Guarantor from its obligation under its Guaranty (except duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Except as otherwise permitted herein provided above in this Section 9.01 with respect to this Agreement, the Administrative Agent may, with the prior written consent of the Majority Lenders (but not otherwise), consent to any modification, supplement or in waiver under any of the other Loan Operative Documents), provided that, without the written prior consent of each Lender, or the Administrative Agent shall not (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) herein or in the Security Documents) release any collateral security or otherwise terminate any Lien under any Security DocumentDocuments providing for collateral security, release any agree to additional obligations being secured by such collateral security or alter the relative priorities of the Collateral without the written consent of each Lender. Anything in this Section 10.11 obligations entitled to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent benefits of the AgentLiens created under the Security Documents.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) Except as otherwise expressly provided in the case of this Agreement, pursuant to an agreement any consent or agreements in writing entered into approval required or permitted by the Borrowerthis Agreement may be given, the Agent and the Required Lenders any term of this Agreement or (ii) in the case of any other Loan Documentinstrument related hereto or mentioned herein may be amended, pursuant to an agreement and the performance or agreements in writing entered into observance by the Agent Borrower or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; provided that no such agreement shall (i) increase . Notwithstanding the Term Loan Commitment of any Lender without the written consent of such Lenderforegoing, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment none of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, following may occur without the written consent of each Lender directly affected thereby: (a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bother than a reduction or waiver of default interest) or 10.10 hereof fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or this Section 10.11 interest on the Loan; (f) an extension of the Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or Section 10.16 hereofthe Agent; (h) the 114 release of the Borrower, without the written consent of each Lender directly affected thereby, (v) change any Collateral or any of the provisions Guarantors, except as otherwise provided in this Agreement; (i) an amendment of this Section or the definition of “Required Lenders or of any requirement for consent by all of the Lenders” or ; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; (l) an amendment of any provision of any this Agreement or the Loan Document specifying Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, approve such action; or (viim) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any an amendment of the Collateral without the written consent definition of each LenderChange of Control or waiver of any Change of Control. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall The provisions of §14 may not be made with respect to Section 9 amended without the written consent of the Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and KCM in connection with the syndication of the Loan, provided that no such amendment or modification affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement consent of the Required Lenders shall be required with respect to any Commitment Increase Supplement executed and delivered pursuant to Section 2.12, and provided further that no such amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (an) Neither Subject to clause (E) of the second proviso below, no amendment, modification or waiver of any provision of this Agreement nor or any other Loan Document nor consent to any provision hereof or thereof may departure by any Loan Party therefrom shall in any event be waived, amended or modified except (i) in effective unless the case of this Agreement, pursuant to an agreement or agreements same shall be in writing entered into and signed by the BorrowerRequisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and, the Agent and the Required Lenders or (ii) in the case of any amendment, by Xxxxxxxx, and then any such waiver or consent 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 Lender directly and adversely affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following: (A) [Reserved]; (B) increase the Commitment of such Lender or subject such Lender to any additional obligation; (C) extend the scheduled final maturity of any Loan owing to such Lender, or waive or postpone any scheduled date fixed for the payment or reduction of principal of any such Loan (it being understood that Section 2.9 does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment; 201 (D) reduce the principal amount of any Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof); (E) reduce the rate of interest on any Loan Document, or Reimbursement Obligations outstanding to such Lender or any fee payable hereunder to such Lender; (F) postpone any scheduled date fixed for payment of interest on any Loan or Reimbursement Obligations outstanding to such Lender or fees owing to such Lender; (G) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder; (H) release all or substantially all of the Collateral except as provided in Section 10.8(b) or release Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except in connection with sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to an agreement a waiver or agreements consent of a transaction otherwise prohibited by this Agreement) or as otherwise permitted by this Agreement or the Guaranty; (I) [Reserved]; or (J) amend Section 10.8(b), this Section 11.1, Section 11.8, any waterfall provision or the definition of “Ratable Portion”; provided that in writing entered into by connection with the Agent addition to the Facilities of a new Tranche of loans, this Section 11.1 and the Credit Party or Credit Parties that are parties thereto, definition of “Ratable Portion” may be amended with the consent of the Required Lenders; provided that no such agreement shall (i) increase Administrative Agent in order to provide the Term Loan Commitment of any Lender without the written consent lenders of such Lender, (ii) reduce new Tranche of loans or forgive commitments with voting rights proportionate to the principal amount commitments of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (such new lenders; provided, further, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary[Reserved], no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 9 without 11.2(g) affect the written grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder, no amendment, waiver or consent of shall, unless in writing and signed by the Agent.Administrative Agent in addition to the Lenders required above to take such action, affect

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor Except for amendments provided for in Section 11.9 of the Principal Indenture, no amendment or modification of any provision hereof or thereof may of this Disbursement Agreement shall be waived, amended or modified except effective unless (i) in the case of this Agreement, pursuant to an agreement or agreements approved in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such LenderSenior Creditors, (ii) reduce the LOC Provider and the Debt Service Reserve Letter of Credit Provider shall have received written notice of such amendment or forgive modification at least 15 days prior to the principal amount effectiveness thereof, and (iii) if such amendment or modification would reasonably be expected to have a material effect on the LOC Provider, or the Debt Service Reserve Letter of Credit Provider, the LOC Provider or the Debt Service Reserve Letter of Credit Provider, as the case may be, shall have approved such amendment (which approval shall not be unreasonably withheld); provided, however, that no consent of (nor, for the avoidance of doubt, any Senior Creditor Certificate from) the Required Senior Creditors pursuant to clause (i) above (or, for the avoidance of doubt, any consent of the Trustee, the Tax Exempt Trustee, or the XXX) shall be required for purposes of any Term Loan amendment or reduce modification of any provision of this Disbursement Agreement to the rate of interest thereonextent that (1) such amendment or modification concerns the termination, amendment, modification, or reduce replacement of any of the Debt Service Reserve LOC Reimbursement Agreement, the Reimbursement Agreement, or forgive the Working Capital Facility to reflect a substitute provider(s) of any interest such facility and (2) such amendment or fees payable hereundermodification is permitted under Section 5.14(b) of the Indenture or Section 6.19(b) of the Authority Loan Agreement, as applicable, without the written consent of each Lender directly affected thereby (providedany such Person, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment and in such case the Collateral Agent and the Disbursement Agent may conclusively rely on the certificates of the principal amount Partnership given pursuant to such Sections 5.14(b) and 6.19(b) and shall enter into such amendment or modification of any Term Loan this Disbursement Agreement. Notwithstanding the foregoing, no such amendment or any date for modification shall affect the payment of any interestrights, fees duties, obligations or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any liabilities of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 Disbursement Agent without the written consent of the Disbursement Agent.

Amendments, Waivers, Etc. (a1) Neither Subject to any consents required pursuant to this Section 12.2 and any other provisions of this Agreement nor and any other Loan Document nor any provision hereof which expressly require the consent, approval or thereof may be waivedauthorization of the Majority Lenders, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent Agreement and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to Document may be modified or supplemented only by an agreement or agreements instrument in writing entered into signed by the Agent Borrower and the Credit Party Administrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or Credit Parties withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that are parties theretosuch actions do not, with in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 16.5 (and the assignment or granting of a participation by Eurohypo shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the Required Lenders; following (provided that no such agreement Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (iia) reduce or forgive the principal amount of any Term Loan the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest thereonon the Loans payable to such Lender; (c) release Borrower, any Joinder Party, any Guarantor or reduce any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 16.8); (d) release or forgive subordinate in whole or in part any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment material portion of the principal amount of any Term Loan or any date collateral given as security for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, Loans; (ive) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change modify any of the provisions of this Section or 12.2, the definition of “Required Majority Lenders” or any other provision of any in the Loan Document Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Event of Default; or (g) consent to (i) the sale, without transfer or encumbrance of any portion of the written Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under the Loan Documents. Notwithstanding the foregoing provisions of this Section 12.2, as between Borrower and Lenders, notification by Administrative Agent to Borrower of Administrative Agent’s consent to any of the matters set forth in clauses (a) through and including (g) of the preceding sentence shall be deemed to be the consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 Lender to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agentsuch matter.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 CVS Caremark Credit Agreement without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything in this Section 10.11 to Notwithstanding the contraryforegoing, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in With the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the written consent of the Required Lenders; , the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such agreement amendment, supplement, modification, waiver or consent shall (i) increase the Term Loan Commitment Amount of any Lender without the written consent of such LenderLender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce or forgive extend the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, Commitment Period without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest)thereby, (iii) postpone any scheduled date reduce the amount, or extend the time of payment payment, of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, Fees without the written consent of each Lender directly affected thereby, (iv) change reduce the rate, or extend the time of payment of, interest on any provision contained Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(bsuch rate of interest) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of the provisions of this Section its rights or the definition of “Required Lenders” or any other provision of obligations under any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (viviii) release change the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), provisions of this Section 11.1 without the written consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (viixii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any extend the expiration date of a Letter of Credit beyond the Collateral Commitment Termination Date without the written consent of each Lender. Anything Notwithstanding the foregoing, in this Section 10.11 addition to the contraryreceipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall be made with respect to (A) amend, modify or waive any provision of Section 9 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other CHAR1\1889946v5 Person party hereto, (2) in order to implement any ESG Amendment, this Agreement and the other Loan Documents may be amended in accordance with Section 2.14 with only the consent of the Borrower, the Sustainability Coordinator and the Required Lenders (as and to the extent provided in Section 2.14), (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated, as the case may be), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.