Common use of Consents Amendments and Waivers Clause in Contracts

Consents Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document; (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or (e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks; (f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.

Consents Amendments and Waivers. (a) No amendment failure or delay of the Administrative Agent or any Lender in exercising any right or power hereunder or under any Loan Document 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. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document, and no Document or consent with respect to any departure by Holdings, the Company therefrom, Borrower or any other Obligor therefrom shall in any event be effective unless the same shall be in writing and signed permitted by the Majority Banks paragraph (or by the Administrative Agent at the written request of the Majority Banksb) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agentbelow, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on Holdings, the Borrower or any other Obligor in any case shall entitle such person to any other or further notice or demand in similar or other circumstances. (b) Except as provided in Section 2.22 with respect to any Incremental Term Facility, Section 2.23 with respect with respect to any Extension and Section 11.1(d) with respect to any Replacement Term Loans, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (except as otherwise provided below) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such waiver, amendment, or consent agreement shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (ci) reduce or forgive the principal of, or the rate amount of interest specified herein on any Loan, or extend the scheduled date of any interest or fee payable hereunder or the date of any scheduled amortization payment in respect of any Loan (subject to clause in each case, other than the extension for administrative convenience) without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders), (ii) belowreduce the stated rate of interest or fees payable hereunder, except in connection with waiver of a post-default increase in interest (which shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender)) without the prior written consent of each Lender directly and adversely affected thereby (and not the Required Lenders), (iii) extend any fees scheduled final maturity of any Loan owed to a Lender, without the prior written consent of such Lender (but not the consent of the Required Lenders), (iv) increase the amount (other than in connection with the Incremental Term Facility) or extend the expiration of any Lender’s Commitment without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders) (it being understood that waivers of conditions precedent, covenants, Defaults, Events of Default or mandatory prepayments shall not constitute any such extension), (v) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.1 and 11.1(d) and the last paragraph of this Section 11.1(b)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify the provisions of Section 2.18(b) or (c) of this Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender directly and adversely affected thereby, (vi) amend or modify the provisions of Section 11.1(a), (b) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders,” or any other amounts payable provision hereof specifying the number of Lenders required to amend, waive or otherwise modify any rights hereunder or under make any other Loan Document; determination or grant any consent hereunder, without the prior written consent of each Lender directly and adversely affected thereby (d) change it being understood that Incremental Term Loans, Extended Term Loans, Replacement Term Loans and additional extensions of credit approved by the percentage Required Lenders pursuant to this Agreement may be included in the determination of the Commitments or of Required Lenders on substantially the aggregate unpaid principal amount of same basis as the Term Loans which is required for are included on the Banks or any of them to take any action hereunder; Closing Date), or (evii) amend this Section 24release all or substantially all the Collateral, or Section 10release all or substantially all of the value of the guarantees of the Obligations by the Guarantors (except as expressly provided in the Loan Documents) under the Security Documents, or any provision herein providing for without the prior written consent or other action by all Banks; (f) releaseof each Lender, amend provided further that no such agreement shall amend, modify or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 11.1 and any consent by any Lender pursuant to this Section 11.1 shall bind any successor or assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except pursuant to clauses (i) through (v) above. Notwithstanding the foregoing (and notwithstanding Section 2.22 with respect to Incremental Term Loans, Section 2.23 with respect to Extended Term Loans or Section 11.1(d) with respect to Replacement Term Loans), this Agreement may be amended (or amended and restated), supplemented or modified, 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 ratably in the benefits of this Agreement and the other Loan Documents with the 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 and other definitions related to such new Loans. (c) Without the consent of any Lender, the Obligors and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all or any portion of the outstanding Loans (such Loans, the “Replaced Term Loans”) with a replacement term loan hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of Replacement Term Loans are (x) not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than any covenants or other provisions applicable only to periods after the Final Maturity Date (as of the date of incurrence of such Replacement Term Loans)) or (y) current market terms for such Replacement Term Loans, (iii) such Replacement Term Loans has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, such Replaced Term Loans at the time of such refinancing and (iv) any Lender or, with the consent of the Borrower and, to the extent such consent would be required under Section 9.1 with respect to an assignment of Loans to such person, the consent of the Administrative Agent (which consent shall not be unreasonably withheld), any person that would be an Eligible Assignee (other than to any Disqualified Institution or any natural person) may provide such Replacement Term Loans; provided further that (i) any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide such Replacement Term Loans, it being understood that in connection with such Replacement Term Loans, any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.1 as if such Replacement Term Loans were Term Loans and (ii) any Debt Fund Affiliate shall be permitted to provide any Replacement Term Loans; provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.1. (e) Notwithstanding anything to the contrary contained in this Section 11.1 or any Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.21, 2.22, 2.23, 9.1(f), (i) or (j) or 11.1(d), (ii) if the Administrative Agent and the Borrower have jointly identified an obvious error 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 (iii) guarantees, collateral security documents and related documents executed by Holdings or its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. (f) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (iiy) for purposes of voting on any bankruptcy plan, each Disqualified Institution party hereto hereby agrees (1) not to vote on such bankruptcy plan, (2) if such Disqualified Institution does vote on such bankruptcy plan notwithstanding the Fee Letter may restriction in the foregoing clause (1), such vote will be amendeddeemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rights rejected such bankruptcy plan in accordance with Section 1126(c) of the Bankruptcy Code (or privileges thereunder waived, any similar provision in any other debtor relief laws) and (3) not to contest any request by any party for a writing executed determination by the parties theretobankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2). Notwithstanding anything to the contrary contained in this Agreement, a Disqualified Institution or an Affiliate of a Disqualified Institution shall not have the right (unless waived by the Borrower) to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders. Any such Disqualified Institution or Affiliate of a Disqualified Institution described in the foregoing sentence that is designated in writing by the Borrower to the Administrative Agent (who shall promptly provide notice thereof to the Lenders) as not being eligible to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders shall constitute a “Designated Competitor Affiliate.”

Consents Amendments and Waivers. (a) No amendment failure or delay of the Administrative Agent or any Lender in exercising any right or power hereunder or under any Loan Document 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. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document, and no Document or consent with respect to any departure by Holdings, the Company therefrom, Borrower or any other Obligor therefrom shall in any event be effective unless the same shall be in writing and signed permitted by the Majority Banks paragraph (or by the Administrative Agent at the written request of the Majority Banksb) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agentbelow, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on Holdings, the Borrower or any other Obligor in any case shall entitle such person to any other or further notice or demand in similar or other circumstances. (b) Except as provided in Section 2.22 with respect to any Incremental Term Facility, Section 2.23 with respect with respect to any Extension and Section 11.1(d) with respect to any Replacement Term Loans, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (except as otherwise provided below) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such waiver, amendment, or consent agreement shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (ci) reduce or forgive the principal of, or the rate amount of interest specified herein on any Loan, or extend the scheduled date of any interest or fee payable hereunder or the date of any scheduled amortization payment in respect of any Loan (subject to clause in each case, other than the extension for administrative convenience) without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders), (ii) belowreduce the stated rate of interest or fees payable hereunder, except in connection with waiver of a post-default increase in interest (which shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender)) without the prior written consent of each Lender directly and adversely affected thereby (and not the Required Lenders), (iii) extend any fees scheduled final maturity of any Loan owed to a Lender, without the prior written consent of such Lender (but not the consent of the Required Lenders), (iv) increase the amount (other than in connection with the Incremental Term Facility) or extend the expiration of any Lender’s Commitment without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders) (it being understood that waivers of conditions precedent, covenants, Defaults, Events of Default or mandatory prepayments shall not constitute any such extension), (v) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.1 and 11.1(d) and the last paragraph of this Section 11.1(b)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify the provisions of Section 2.18(b) or (c) of this Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender directly and adversely affected thereby, (vi) amend or modify the provisions of Section 11.1(a), (b) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders,” or any other amounts payable provision hereof specifying the number of Lenders required to amend, waive or otherwise modify any rights hereunder or under make any other Loan Document; determination or grant any consent hereunder, without the prior written consent of each Lender directly and adversely affected thereby (d) change it being understood that Incremental Term Loans, Extended Term Loans, Replacement Term Loans and additional extensions of credit approved by the percentage Required Lenders pursuant to this Agreement may be included in the determination of the Commitments or of Required Lenders on substantially the aggregate unpaid principal amount of same basis as the Term B Loans which is required for are included on the Banks or any of them to take any action hereunder; ClosingAmendment No. 1 Effective Date), or (evii) amend this Section 24release all or substantially all the Collateral, or Section 10release all or substantially all of the value of the guarantees of the Obligations by the Guarantors (except as expressly provided in the Loan Documents) under the Security Documents, or any provision herein providing for without the prior written consent or other action by all Banks; (f) releaseof each Lender, amend provided further that no such agreement shall amend, modify or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 11.1 and any consent by any Lender pursuant to this Section 11.1 shall bind any successor or assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except pursuant to clauses (i) through (v) above. Notwithstanding the foregoing (and notwithstanding Section 2.22 with respect to Incremental Term Loans, Section 2.23 with respect to Extended Term Loans or Section 11.1(d) with respect to Replacement Term Loans), this Agreement may be amended (or amended and restated), supplemented or modified, 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 ratably in the benefits of this Agreement and the other Loan Documents with the 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 and other definitions related to such new Loans. (c) Without the consent of any Lender, the Obligors and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all or any portion of the outstanding Loans (such Loans, the “Replaced Term Loans”) with a replacement term loan hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of Replacement Term Loans are (x) not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than any covenants or other provisions applicable only to periods after the Final Maturity Date (as of the date of incurrence of such Replacement Term Loans)) or (y) current market terms for such Replacement Term Loans, (iii) such Replacement Term Loans has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, such Replaced Term Loans at the time of such refinancing and (iv) any Lender or, with the consent of the Borrower and, to the extent such consent would be required under Section 9.1 with respect to an assignment of Loans to such person, the consent of the Administrative Agent (which consent shall not be unreasonably withheld), any person that would be an Eligible Assignee (other than to any Disqualified Institution or any natural person) may provide such Replacement Term Loans; provided further that (i) any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide such Replacement Term Loans, it being understood that in connection with such Replacement Term Loans, any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.1 as if such Replacement Term Loans were Term B Loans and (ii) any Debt Fund Affiliate shall be permitted to provide any Replacement Term Loans; provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.1. (e) Notwithstanding anything to the contrary contained in this Section 11.1 or any Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.21, 2.22, 2.23, 9.1(f), (i) or (j) or 11.1(d), (ii) if the Administrative Agent and the Borrower have jointly identified an obvious error 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 (iii) guarantees, collateral security documents and related documents executed by Holdings or its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. (f) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (iiy) for purposes of voting on any bankruptcy plan, each Disqualified Institution party hereto hereby agrees (1) not to vote on such bankruptcy plan, (2) if such Disqualified Institution does vote on such bankruptcy plan notwithstanding the Fee Letter may restriction in the foregoing clause (1), such vote will be amendeddeemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rights rejected such bankruptcy plan in accordance with Section 1126(c) of the Bankruptcy Code (or privileges thereunder waived, any similar provision in any other debtor relief laws) and (3) not to contest any request by any party for a writing executed determination by the parties theretobankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2). Notwithstanding anything to the contrary contained in this Agreement, a Disqualified Institution or an Affiliate of a Disqualified Institution shall not have the right (unless waived by the Borrower) to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders. Any such Disqualified Institution or Affiliate of a Disqualified Institution described in the foregoing sentence that is designated in writing by the Borrower to the Administrative Agent (who shall promptly provide notice thereof to the Lenders) as not being eligible to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders shall constitute a “Designated Competitor Affiliate.”

Consents Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and Parent)and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document; (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or (e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks; (f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.

Consents Amendments and Waivers. No amendment The Credit Documents may not be waived, amended, varied, novated, supplemented or waiver of any provision of this Agreement modified except pursuant to an agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be agreements in writing and signed by entered into by, or approved in writing by, the Majority Banks (or by Borrower, the Administrative Agent at the written request of the Majority Banks) Guarantors and the Company (orRequired Lenders, in the case of the Guarantyprovided, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedhowever, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: agreement shall (a) increase decrease the principal amount of any Loan, or extend the Commitment maturity of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for scheduled date of payment of principal or interest, or waive or excuse any payment of principal, interest, fees principal or other amounts due to the Banks (interest or any of them) hereunder or under any other Loan Document; (c) reduce the principal ofpart thereof, or decrease the rate of interest specified herein on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (subject to clause b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (iic) below) any fees amend or other amounts payable hereunder modify the provisions of Sections 2.12, 2.13, 2.14 or under any other Loan Document; the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the percentage allocation among the Lenders of any repayment made under Section 2.10 without the Commitments or prior written consent of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or each Lender affected thereby, (e) amend this reduce the collateral coverage requirements of Section 245(l) hereof, or Section 10without the prior written consent of each Lender, or any provision herein providing for consent or other action by all Banks; (f) releaseamend Section 10 or any other provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the BanksBrazilian Collateral Agent, as the case may be, affect shall exercise rights thereunder that explicitly require the rights or duties consent of the Administrative Agent Lenders or the Required Lenders, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under this Agreement any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties theretofurther exercise thereof.

Consents Amendments and Waivers. No amendment The Credit Documents may not be waived, amended, varied, novated, supplemented or waiver modified except Export Prepayment Finance Agreement dated as of any provision of this Agreement March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. pursuant to an agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be agreements in writing and signed by entered into by, or approved in writing by, the Majority Banks (or by Borrower, the Administrative Agent at the written request of the Majority Banks) Guarantors and the Company (orRequired Lenders, in the case of the Guarantyprovided, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedhowever, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: agreement shall (a) increase decrease the principal amount of any Loan, or extend the Commitment maturity of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for scheduled date of payment of principal or interest, or waive or excuse any payment of principal, interest, fees principal or other amounts due to the Banks (interest or any of them) hereunder or under any other Loan Document; (c) reduce the principal ofpart thereof, or decrease the rate of interest specified herein on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (subject to clause b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (iic) below) any fees amend or other amounts payable hereunder modify the provisions of Sections 2.12, 2.13, 2.14 or under any other Loan Document; the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the percentage allocation among the Lenders of any repayment made under Section 2.10 without the Commitments or prior written consent of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or each Lender affected thereby, (e) amend this reduce the collateral coverage requirements of Section 245(l) hereof without the prior written consent of each Lender, or Section 10, or any provision herein providing for consent or other action by all Banks; (f) releaseamend Section 10 or any other provisions hereof in a manner adverse to any Agent or the Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the BanksBrazilian Collateral Agent, as the case may be, affect shall exercise rights thereunder that explicitly require the rights or duties consent of the Administrative Agent Lenders or the Required Lenders, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under this Agreement any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties theretofurther exercise thereof.

Consents Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document; (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or (e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks; (f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Swing Line Lender under this Agreement or any other Loan Document, and (iiiii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.

Consents Amendments and Waivers. (a) No amendment failure or delay of the Administrative Agent or any Lender in exercising any right or power hereunder or under any Loan Document 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. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document, and no Document or consent with respect to any departure by Holdings, the Company therefrom, Borrower or any other Obligor therefrom shall in any event be effective unless the same shall be in writing and signed permitted by the Majority Banks paragraph (or by the Administrative Agent at the written request of the Majority Banksb) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agentbelow, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on Holdings, the Borrower or any other Obligor in any case shall entitle such person to any other or further notice or demand in similar or other circumstances. (b) Except as provided in Section 2.22 with respect to any Incremental Term Facility, Section 2.23 with respect with respect to any Extension and Section 11.1(d) with respect to any Replacement Term Loans, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (except as otherwise provided below) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such waiver, amendment, or consent agreement shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (ci) reduce or forgive the principal of, or the rate amount of interest specified herein on any Loan, or extend the scheduled date of any interest or fee payable hereunder or the date of any scheduled amortization payment in respect of any Loan (subject to clause in each case, other than the extension for administrative convenience) without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders), (ii) belowreduce the stated rate of interest or fees payable hereunder, except in connection with waiver of a post-default increase in interest (which shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender)) without the prior written consent of each Lender directly and adversely affected thereby (and not the Required Lenders), (iii) extend any fees scheduled final maturity of any Loan owed to a Lender, without the prior written consent of such Lender (but not the consent of the Required Lenders), (iv) increase the amount (other than in connection with the Incremental Term Facility) or extend the expiration of any Lender’s Commitment without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders) (it being understood that waivers of conditions precedent, covenants, Defaults, Events of Default or mandatory prepayments shall not constitute any such extension), (v) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.1 and 11.1(d) and the last paragraph of this Section 11.1(b)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify the provisions of Section 2.18(b) or (c) of this Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender directly and adversely affected thereby, (vi) amend or modify the provisions of Section 11.1(a), (b) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders,” or any other amounts payable provision hereof specifying the number of Lenders required to amend, waive or otherwise modify any rights hereunder or under make any other Loan Document; determination or grant any consent hereunder, without the prior written consent of each Lender directly and adversely affected thereby (d) change it being understood that Incremental Term Loans, Extended Term Loans, Replacement Term Loans and additional extensions of credit approved by the percentage Required Lenders pursuant to this Agreement may be included in the determination of the Commitments or of Required Lenders on substantially the aggregate unpaid principal amount of same basis as the Term B Loans which is required for are included on the Banks or any of them to take any action hereunder; Amendment No. 1 Effective Date), or (evii) amend this Section 24release all or substantially all the Collateral, or Section 10release all or substantially all of the value of the guarantees of the Obligations by the Guarantors (except as expressly provided in the Loan Documents) under the Security Documents, or any provision herein providing for without the prior written consent or other action by all Banks; (f) releaseof each Lender, amend provided further that no such agreement shall amend, modify or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 11.1 and any consent by any Lender pursuant to this Section 11.1 shall bind any successor or assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except pursuant to clauses (i) through (v) above. Notwithstanding the foregoing (and notwithstanding Section 2.22 with respect to Incremental Term Loans, Section 2.23 with respect to Extended Term Loans or Section 11.1(d) with respect to Replacement Term Loans), this Agreement may be amended (or amended and restated), supplemented or modified, 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 ratably in the benefits of this Agreement and the other Loan Documents with the 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 and other definitions related to such new Loans. (c) Without the consent of any Lender, the Obligors and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all or any portion of the outstanding Loans (such Loans, the “Replaced Term Loans”) with a replacement term loan hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of Replacement Term Loans are (x) not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than any covenants or other provisions applicable only to periods after the Final Maturity Date (as of the date of incurrence of such Replacement Term Loans)) or (y) current market terms for such Replacement Term Loans, (iii) such Replacement Term Loans has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, such Replaced Term Loans at the time of such refinancing and (iv) any Lender or, with the consent of the Borrower and, to the extent such consent would be required under Section 9.1 with respect to an assignment of Loans to such person, the consent of the Administrative Agent (which consent shall not be unreasonably withheld), any person that would be an Eligible Assignee (other than to any Disqualified Institution or any natural person) may provide such Replacement Term Loans; provided further that (i) any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide such Replacement Term Loans, it being understood that in connection with such Replacement Term Loans, any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.1 as if such Replacement Term Loans were Term B Loans and (ii) any Debt Fund Affiliate shall be permitted to provide any Replacement Term Loans; provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.1. (e) Notwithstanding anything to the contrary contained in this Section 11.1 or any Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.21, 2.22, 2.23, 9.1(f), (i) or (j) or 11.1(d), (ii) if the Administrative Agent and the Borrower have jointly identified an obvious error 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 (iii) guarantees, collateral security documents and related documents executed by Holdings or its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. (f) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (iiy) for purposes of voting on any bankruptcy plan, each Disqualified Institution party hereto hereby agrees (1) not to vote on such bankruptcy plan, (2) if such Disqualified Institution does vote on such bankruptcy plan notwithstanding the Fee Letter may restriction in the foregoing clause (1), such vote will be amendeddeemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rights rejected such bankruptcy plan in accordance with Section 1126(c) of the Bankruptcy Code (or privileges thereunder waived, any similar provision in any other debtor relief laws) and (3) not to contest any request by any party for a writing executed determination by the parties theretobankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2). Notwithstanding anything to the contrary contained in this Agreement, a Disqualified Institution or an Affiliate of a Disqualified Institution shall not have the right (unless waived by the Borrower) to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders. Any such Disqualified Institution or Affiliate of a Disqualified Institution described in the foregoing sentence that is designated in writing by the Borrower to the Administrative Agent (who shall promptly provide notice thereof to the Lenders) as not being eligible to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders shall constitute a “Designated Competitor Affiliate.”

Consents Amendments and Waivers. No amendment Any consent or waiver approval --------- ---------- --- ------- required or permitted by this Agreement to be given by all of the Banks may be given, and any provision term of this Agreement or any other Loan Documentinstrument related hereto may be amended, and no consent with respect to any departure the performance or observance by the Company therefromor any of its Subsidiaries of any terms of this Agreement 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, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at but only with, the written request consent of the Company and the written consent of the Majority Banks) and . Notwithstanding the Company (orforegoing, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest specified herein on any Loanthe Notes, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document; (d) change the percentage term of the Commitments or Notes, the Total Commitment (except as provided in Section 2.8), the Commitment Percentage of any Bank, and the aggregate unpaid principal amount of the Loans which is required for Facility Fee hereunder may not be changed without the written consent of the Company and the written consent of each Bank affected thereby; the definition of Majority Banks or any may not be amended without the written consent of them to take any action hereunderall of the Banks; or (e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks; (f) release, amend or otherwise modify and the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by amount of the Administrative Agent in addition to Agent's fees and Syndication Agent's fees and Section 10 may not be amended without the Majority Banks or all the Banks, as the case may be, affect the rights or duties written consent of the Administrative Agent under this Agreement or Syndication Agent, as applicable, and, if affected thereby, the Syndication 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Company shall entitle the Company to other Loan Document, and (ii) the Fee Letter may be amended, or rights further notice or privileges thereunder waived, demand in a writing executed by the parties theretosimilar or other circumstances.