Common use of CONSENTS, AMENDMENTS, WAIVERS, ETC Clause in Contracts

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes; except as provided in Section 18, a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount Banks; a reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; an extension of Maturity Date; the release of the Borrower, the Guarantor, any Subsidiary which has executed any of the Loan Documents except as otherwise provided herein; any modification to require a Bank to fund a pro rata share of a request for an advance of the Loans made by the Borrower other than based on its Commitment Percentage; a change to this Section 27; any postponement of any date fixed for any payment may of principal of or interest on the Loan; any change in the manner of distribution of any payments to the Banks or Agent; a change to the provisions of Section 2.1 which provide that the Banks shall not be reduced without required to make an advance of proceeds of the written consent Loan following a Default or Event of each Bank affected therebyDefault (provided that the foregoing shall not limit the ability of the Majority Banks to waive a Default or Event of Default or agree to make an advance notwithstanding such Default of Event of Default); this (S)27 and or an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by BankBoston in connection with the syndication by BankBoston of its Commitment, provided that no such amendment or modification materially 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks one or more or all Lenders may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Loan Party of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Loan Parties and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease (a) except as contemplated in Section 2.11, the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default Loans, the Loan Maturity Date, the principal amount of the Loans owing to each Lender, the dates on which interest is required to be paid hereunder, the amount and dates of payment of the fees or Event of Default relating thereto)principal owing each Lender hereunder may not be changed, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the each Lender’s Commitment Fee or Letter of Credit Fees hereunder may not be reduced increased and the tenor of each Lender’s obligations under this Agreement may not be extended, in any such case without the written consent of the Borrower Loan Parties and the written consent of each Bank Lender affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed(b) Section 2.13, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and Section 11.01, the definition of Majority Banks Lenders, the definition of Pro Rata Share and any provision of the Loan Documents that requires action by all Lenders may not be amended, amended without the written consent of all Lenders; (c) the aggregate amount of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Commitments may not be released increased without the written consent of all of the BanksLenders; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 d) Article 10 may not be amended without the written consent of the Agent; (e) neither Article 3 nor any other provision of this Agreement which affects the rights or obligations of any Issuing Bank may be amended without the written consent of such Issuing Bank; (f) any amendment to or waiver of any condition precedent to the making of any Loan pursuant to Section 2.01(a) or the issuance of any Letter of Credit pursuant to Section 3.01 shall require the consent of the Majority Lenders; (g) the NEE Partners Guaranty may not be released prior to the date that OpCo delivers audited financial statements without the written consent of each Lender and (h) all or substantially all of the value of the Guaranty or the Collateral may not be released without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 10.11 (in which case such release may be made by the Agent acting alone). In furtherance of clause (f) of the second sentence of this Section 11.01, no amendment or waiver of any representation or warranty or any covenant or Event of Default contained in this Agreement shall be deemed to be effective for purposes of determining whether the condition precedent referred to in any such clause has been satisfied unless the Lenders referred to in such clause shall have consented to such amendment or waiver. 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 any Agent, any Issuing Bank or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower any Loan Party shall entitle the Borrower any Loan Party to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with Section 8.02 for the benefit of all the Lenders and the Issuing Banks; provided, however, that the foregoing shall not prohibit (a) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 4.10), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Loans, extension of maturities of the effective date Loans, extension of any waiver by the Majority Banks of the Default or Event of Default relating thereto)date fixed for payment, a change in the amount of the Commitments of the Banks or a change in the amounts of the Term Loans, the method of application of proceeds under (S)4.4 and (S)14.2, the release of Collateral having a fair market value in excess of $15,000,000 in any single transaction or series of related transactions and the release of Collateral having a fair market value in excess of $30,000,000 in the aggregate during the term of this Credit Agreement (in each case other than increases which are contemplated a release of Collateral in connection with any disposition permitted by (S)20.1.2 hereofS)10.5.2), the termination of and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this (S)28 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) amended and no Guarantor may not be may be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 ss.5.9.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower Borrowers and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be 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 Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in foregoing (a) the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the amount term of the Commitments Loans may not be extended, the definition of Maturity Date may not be amended, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, and the amount of the Commitment Fee interest or Letter of Credit Fees fees hereunder may not be reduced made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrower Borrowers and the written consent of each Bank directly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (b) neither this (S)27 and Section 26 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all (c) the obligations of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company under Section 14 may not be released without the written consent of all of the Banks; and (d) the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank. 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 a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank or Derivatives Provider (as to clause (vi) affected thereby: (i) a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to except as contemplated in §2.8); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default ii) an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; (iii) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; (iv) the postponement of any date fixed for any payment of principal of or interest on the Loans; (v) a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; (vi) the release of the Borrower or any Guarantor except as otherwise provided herein; (vii) a change in the manner of distribution of any payments to the Banks or the Agent; (viii) an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by the Majority Banks, the Required Banks or all of the Banks; or (S)20.1.2 hereof)ix) an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and Required Banks. Any amendment, waiver or consent with respect to any Loan Document that (i) diminishes the written rights of a Derivatives Provider in a manner or to an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities or obligations of a Derivatives Provider shall, in addition to the Banks required hereinabove to take such action, require the consent of each the Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this that is (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of having an Affiliate that is) such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the Derivatives Provider. The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Capital One in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any material term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrower and or the written consent of other Credit Parties, as the Majority Bankscase may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders; (other than increases which are contemplated by (S)20.1.2 hereof)c) a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (d) a change in the amount of any scheduled fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; (f) an extension of each Bank affected therebythe Credit Maturity Date; this (S)27 and g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower, other Credit Party, or any Collateral; (i) an amendment of the definition of Majority Banks may not be amended, without Required Lenders or of any requirement for consent by all of the written consent Lenders; (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; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Required Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or demand upon 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 or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall entitle be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the Borrower interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to other or further notice or demand in similar or other circumstancesthis Agreement.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Borrower, the written consent of the Majority BanksRequired Lenders and the written acknowledgment of the Administrative Agent. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), Loans and the amount of the Commitment Fee any Facility Fees or Letter of Credit Utilization Fees hereunder may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans, the Reimbursement Obligations or any Facility Fees or Utilization Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; (b) the Revolving Credit Loan Maturity Date and principal amount of any Loans or the Term Loan Maturity Date Reimbursement Obligations may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank Lender directly affected thereby; (c) this §24 may not be changed without the written consent of the Borrower and the written consent of all of the Lenders; (S)27 and d) the definition of Majority Banks Required Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of (e) the Collateral Administrative Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 §4.14 hereof) may not be released without the written consent of all of the BanksLenders; and (f) the amount of the Agent's Fee or any Letter of Credit Administrative Agent Fees payable for the account of the Administrative Agent's account , any provision applicable to the Swing Line Loans and (S)16 the Administrative Agent in its capacity as lender of the Swing Line Loans, and §13 hereof may not be amended without the written consent of the Administrative Agent; (g) no provision applicable to the Issuing Bank may be amended without the written consent of the Issuing Bank; and (h) §1.5 or the definition of “Alternative Currency” may not be amended without the written consent of each Lender. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any action to be taken (including the giving of notice) may be taken, any consent or approval required or permitted by this Credit Agreement or any other Loan Document to be given by the Banks may be given, and any term of this Credit Agreement, any other Loan Document or any other instrument, document or agreement related to this Agreement or the other Loan Documents or any other instrument related hereto or mentioned herein therein may be amended, and the performance or observance by the Borrower Borrowers or any of its Subsidiaries other Person of any of the terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of thereof and any Default or Event of Default (as defined in any of the above-referenced documents or instruments) may be waived (either generally or in a particular instance and either retroactively or prospectively) with), but only with, the written consent of the Borrower and with the written consent of the Majority Banks. Notwithstanding ; provided, however, that no such consent or amendment which affects the foregoingrights, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date duties or liabilities of any waiver by the Majority Banks of the Default or Event of Default relating thereto)Agent, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Issuing Bank, and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not any Swing Line Lender, shall be reduced effective without the written consent of such Person, as applicable; provided, further, that, (x) the Domestic Swing Line Commitment of a Domestic Swing Line Lender reflected on Schedule 1 may be amended from time to time by Ryder, the Administrative Agent and such Domestic Swing Line Lender, to reflect the Domestic Swing Line Commitment of such Domestic Swing Line Lender in effect from time to time, and (y) the L/C Commitment of an Issuing Bank reflected on Schedule 1 may be amended from time to time by Ryder, the Administrative Agent and such Issuing Bank, to reflect the L/C Commitment of such Issuing Bank in effect from time to time. In addition, no amendment, waiver or consent shall do any of the following unless in writing and signed by (a) each Bank: (i) waive any condition set forth in §11; (ii) change the definition of “Majority Banks”; (iii) amend this §17; or (iv) release any Borrower from its Obligations or release Ryder, in its capacity as guarantor, from its obligations under §5 hereof or in respect of the Guaranteed Obligations; or (b) each of the Banks directly affected thereby: (i) increase the principal amount of such Bank’s Commitment (or subject any Bank to any additional obligations, including the extension of such Bank’s Commitment); (ii) reduce the principal of or interest on the Loans or any Letter of Credit, L/C Obligations or any Bankers’ Acceptance (including, without limitation, interest on overdue amounts) or any fees payable hereunder; (iii) change the Commitment Percentage of any Bank, except pursuant to §2.4 or §21, (iv) alter any provision relating to the pro rata treatment of the Banks as required hereby or (v) extend or postpone any date fixed for any payment in respect of principal or interest (including, without limitation, interest on overdue amounts) on the Notes or any L/C Obligation, or any fee hereunder. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the written consent of all Banks or each affected Bank affected thereby; may be effected with the Revolving Credit Loan Maturity Date and consent of the Term Loan Maturity Date applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be postponedincreased or extended without the consent of such Bank and (y) any waiver, no date fixed for payment amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank. Notwithstanding anything herein to the contrary, (A) in order to implement any additional Commitments in accordance with §2.1.5, this Agreement may be postponed amended for such purpose (but solely to the extent necessary to implement such additional Commitments in accordance with §2.1.5) by each Borrower, the applicable Agent, and the amount of any scheduled payment applicable Banks providing such additional Commitments, (B) this Agreement may not be reduced without amended pursuant to §6.17 as contemplated in such section, (C) the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks Fee Letter may not be amended, without or rights or privileges thereunder waived, in a writing executed only by the written parties thereto, (D) each Bank is entitled to vote as such Bank sees fit on any bankruptcy reorganization plan that affects the Obligations, and each Bank acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, (E) the Majority Banks shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Banks; all or substantially all of the Collateral , (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofF) this Agreement may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without (or amended and restated) with the written consent of the Agent. No waiver shall extend Majority Banks, the Agents, each Borrower, and the relevant Banks providing such additional credit facilities (1) to add one or affect more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder 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 Obligations and the accrued interest and fees in respect thereof and to include appropriately the Banks holding such credit facilities in any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part determination of the Agent Majority Banks, and (2) to change, modify or alter the provisions of this Agreement relating to the pro rata sharing of payments among the Banks to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause (F), (G) if following the Closing Date, the Agents and the Borrowers shall have jointly identified an inconsistency, obvious error or omission, in each case, of a technical or immaterial nature, in any provision of the Loan Documents, then the Agents and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Majority Banks within five (5) Domestic Business Days following receipt of notice thereof, and (H) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this §17, it shall not be necessary to obtain the consent or approval of any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice that, upon giving effect to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar such amendment, amendment and restatement or other circumstancesmodification, would have no Commitment or outstanding Obligations so long as such Bank receives payment in full of the principal of and interest accrued on Obligations made by, and all other amounts owing to, such Bank or accrued for the account of such Bank under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Borrower, the written consent of the Majority Banks. Notwithstanding Required Lenders and the foregoing, a decrease in written acknowledgment of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed); provided that (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed Loans and the amount of any scheduled payment Commitment Fees may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans or any Commitment Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of each Bank Lender directly affected thereby; this (S)27 and b) the definition principal amount of Majority Banks any Loans may not be amendedforgiven without the written consent of each Lender directly affected thereby; (c) any provision hereof entitling any Lender to receive pro rata application of payments may not be changed, in each case without the written consent of each Lender directly affected thereby; (d) this §25 may not be changed without the written consent of all of the BanksLenders; all or substantially all (e) the definition of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Required Lenders may not be released amended without the written consent of all of the BanksLenders; (f) the Administrative Agent may not release any guaranty for the Obligations (except as provided in §3.14 hereof) without the written consent of all of the Lenders; and (g) the amount of the Agent's Fee or any Letter of Credit Administrative Agent Fees payable for the account of the Administrative Agent's account , and (S)16 §14 hereof 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 the Administrative Agent or any Bank 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, no modification or waiver of the definition of Pool Availability may occur without the written consent of Agent and the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the amount of the Commitments Revolving Credit Commitment or Term Loan Commitment of the Banks Lenders (except as provided in §2.11 and §18.1), the consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender; (d) in the Revolving Credit case of a forgiveness, reduction or waiver of the principal of any unpaid Loan Maturity Date and or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Term Loan Maturity Date may not be postponedDocuments, no date fixed for payment may be postponed and the consent of each Lender that would have otherwise received such principal, interest or fee; (e) in the case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12) or Term Loan A Maturity Date or Term Loan B Maturity Date, the consent of each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (i) in the case of the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement, the consent of each Lender; (S)27 and j) in the case of an amendment of the definition of Required Lenders, the consent of each Lender, in the case of an amendment of the definition of Majority Banks may not be amendedRevolving Credit Lenders, without the written consent of each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan A Lenders, the consent of each Term Loan A Lender, in the case of an amendment of the definition of Majority Term Loan B Lenders, the consent of each Term Loan B Lender and in the case of an amendment of any requirement for consent by all of the Lenders, the consent of each Lender; (k) in the case of 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, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected directly thereby; or (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action, the consent of each Lender, in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Collateral (except if Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such action, the release or disposition consent of such Collateral is permitted or provided for each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without amendment of any provision of this Agreement or the written Loan Documents which requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, the consent of all each Term Loan A Lender, and in the case of amendment of any provision of this Agreement or the Loan Documents which requires the approval of the BanksMajority Term Loan B Lenders to require a lesser number of Lenders to approve such action, the consent of each Term Loan B Lender; and (n) in the amount case of an amendment or waiver of the Agent's Fee conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for Lenders; or (o) in the Agent's account and (S)16 case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be 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. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (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 or, except as provided in §2.12, extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to 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, the Joint Arrangers, and the Bookrunner in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12. 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 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. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders, (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written Loan Documents which expressly requires consent of all the Lenders, (v) the funding provisions of Section 2.4 and Section 2.5 hereof, and (vi) the rights, duties and obligations of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for Agent specified in the provisions of (S)10.5.2 Section 14 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 , may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release any obligor from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, including, without limitation, Sections 2.14 and 4.4, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in foregoing (a) the rate of interest on the Notes Loans (other than (i) as provided in Section 2.14, and (ii) interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the amount term of the Commitments Loans may not be extended, the definition of Maturity Date may not be amended, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, and the amount of the Commitment Fee interest or Letter of Credit Fees fees hereunder may not be reduced made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrower Borrowers and the written consent of each Bank directly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (b) neither this (S)27 and Section 26 nor the definition of Majority Banks nor any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder may not be amended, amended without the written consent of all of the Banks; all or substantially all (c) the obligations of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company under Section 14 may not be released without the written consent of all of the Banks; and (d) the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank; and (f) no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of any Swing Bank solely acting in such capacity, unless in writing executed by such Swing Bank, in each case in 83 AMERICAS/2023306744.4 addition to the Borrowers and the Banks required above. 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 a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of Neither this Credit Agreement, any of the other Loan Documents Documents, nor any term hereof or any other instrument related hereto or mentioned herein thereof may be amended, and the performance nor may any provision hereof or observance thereof be waived, except by an instrument in writing signed by the Borrower Majority Lenders and, in the case of an amendment, by the Obligors, except that in the event of (i) any increase in the amount of any Commitment (other than by way of assignment pursuant to ss.20 hereof), (ii) any delay or extension in the terms of or any scheduled reduction of its Subsidiaries Commitments or repayment of the Loans as provided in ss.2.4 hereof, (iii) any reduction in principal, interest or fees due hereunder or postponement of the payment thereof, (iv) any release of any terms portion of this Credit Agreementthe Collateral for the Loans except as permitted in ss.9.5 hereof, the other Loan Documents or such other instrument or the continuance (v) any waiver 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, due to the written consent failure by the Obligors to pay any sum due to any of the Borrower and the written consent Lenders hereunder, (vi) any release of the Guarantor hereunder or under any of the Loan Documents, or (vii) any amendment of this ss.27 or of the definition of Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date Lenders or of any waiver by portion of this Credit Agreement as they relate to the Majority Banks relative priorities of payment among the Default Obligations or Event of Default relating thereto), the amount of the Commitments Administrative Agent's fee, any such amendment or waiver or consent may be made only by an instrument in writing signed by each of the Banks (Lenders and, in the case of an amendment, by the Obligors. Any amendment to any provision hereunder or under any other than increases which are contemplated by (S)20.1.2 hereof)Loan Document governing the rights, and obligations or liabilities of any Agent or the amount of Issuing Bank, including, without limitation, Bankers' Acceptance fees, the Commitment Fee or Letter of Credit Fees hereunder may not in each case in its capacity as such, will be reduced without the written consent of the Borrower and the written consent of each Bank effective only if any instrument in writing has been signed by such affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentPerson. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Obligors shall entitle the Borrower Obligors to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under ss.18 or pursuant to changes in the Total Commitment under ss.2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written Loan Documents which expressly requires consent of each Bank affected thereby; this all the Lenders, (S)27 v) the funding provisions of ss.2.5 and ss.2.7 hereof, (vi) the rights, duties and obligations of the Agent specified in ss.14 hereof, and (vii) the definition of Majority Banks may not be amendedRequisite Lenders, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release the Borrower, any Co-Borrower or the Company from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. Each Lender shall respond to any request for a consent pursuant to this ss.25 within ten (10) Business Days after the notice from the Agent or the Borrower setting forth such request. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks 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 (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and 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 interest on the Loan; (f) an extension of the Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders or all affected Lenders; (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 Fee Percentage; (k) an amendment to this §27; or Letter (l) an amendment of Credit Fees hereunder any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action. Notwithstanding the foregoing, no amendment of the definition of Super-Majority Lenders or any provision of this Agreement which requires the approval of the Super-Majority Lenders to require a lesser number of Lenders to approve such action may not be reduced occur without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Super-Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the Lenders. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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 KBCM in connection with the syndication of the Loan, provided that no such amendment or modification materially 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 Bank 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Loan Party and the Majority Banks. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the Borrower or any of its Subsidiaries Loan Party of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount term of the Commitments Loans, the definition of Maturity Date, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, interest or fees hereunder or any mandatory payment of principal under Section 3.2.1, the pro rata sharing provisions of Section 13.3.1 and the amount of the Commitment Fee or Letter of Credit Fees commitment fees hereunder may not be reduced changed and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven without the written consent of the Borrower and the written consent of each Bank affected thereby; Banks holding one hundred percent (100%) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the Outstanding principal amount of any scheduled payment may not be reduced without the written consent Loans (or, if no Loans are Outstanding, Commitments representing one hundred percent (100%) of each Bank affected therebythe Total Commitment); neither this (S)27 and Section 26 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and the amount of the Commitment of any Bank may not be increased without the consent of such Bank. 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. Neither the Administrative Agent nor any Bank has any fiduciary relationship with or fiduciary duty to any Loan Party arising out of or in connection with this Credit Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Banks, on the one hand, and the Loan Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantors except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be 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 Bank. 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease none of the following may occur without the written consent of each Bank: (a) any change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; (b) any change in the amount of the Commitments of the Banks Banks; (other than increases which are contemplated by (S)20.1.2 hereof)c) any forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (d) any change in the amount of any scheduled fee payable to a Bank or the Agent hereunder; (e) any postponement of any date fixed for any payment may not be reduced without of principal of or interest on the Loan; (f) any extension of the Maturity Date; (g) any change in the manner of distribution of any payments to the Banks; (h) any release of the Borrower or the Guarantor; (i) except as permitted herein or in that certain Intercreditor Agreement, the sale, transfer or assignment of the Loan Documents or any interest therein; (j) any written consent modification to or waiver of each Bank affected thereby; this (S)27 and the definition of the term "Borrowing Base" or any defined term used within such definition; (k) any amendment of the (i) definition of Majority Banks may not be amendedBanks, without the written (ii) any requirement for consent of by all of the Banks; all or substantially all of the Collateral , (except if the release or disposition of such Collateral is permitted or provided for in iii) the provisions of (S)10.5.2 hereof) may not be released without Section 14.9 regarding the written consent of all appointment of the BanksCo-Agent as successor Agent, (iv) Section 27, or (v) any provision of this Agreement or the Loan Documents which requires the approval of the Majority Banks to require a lesser number of Banks to approve such action; and (l) approval of the terms relating to the Debentures. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrower, the Guarantors and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes may not be decreased (other than interest accruing pursuant to (S)6.11.2 Section 6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the timing or amount of the Commitments any required payments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)principal and interest hereunder, and the amount of the Commitment Fee Revolving Credit Commitments of the Banks, the release of any material portion of the Collateral or Letter any Guarantor from its obligations under the Guaranty, the amount of Credit Fees hereunder commitment fee hereunder, the definition of Majority Banks and this Section 28 may not be reduced changed without the written consent of the Borrower and the written consent of each Bank of the Banks affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee payable for the Agent's account or any Letter of Credit Fees payable for the AgentBKB's account account, and (S)16 Section 5 or Section 17 may not be amended without the written consent of BKB and 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or a Guarantor except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 30; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks Loans; except as otherwise provided herein, an extension of the Default Maturity Date of the Loans; an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower or any Guarantor except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or the Required Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks or the Required Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §7.23 as it relates to §9 of the Commitment Fee or Letter Secured Credit Agreement and any of Credit Fees hereunder the definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank affected thereby: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks Loans; except as otherwise provided herein, an extension of the Default Revolving Credit Maturity Date or Event of Default relating thereto), the Term Loan Maturity Date; an increase or a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower, any Guarantor or the Collateral except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks, Required Banks or the Majority Revolving Credit Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks, the Required Banks, the Majority Revolving Credit Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The amount of the fees payable to the Issuing Bank and the provisions relating to the Issuing Bank and the Letters of Credit may not be amended or waived without the written consent of the Issuing Bank. The provisions relating to Swing Line Loans or the Swing Line Lender may not be amended or waived without the written consent of the Swing Line Lender. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, no modification or waiver of the definition of Pool Availability may occur without the written consent of Agent and the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the amount of the Commitments Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment of the Banks Lenders (except as provided in §2.11 and §18.1), the consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender; (d) in the Revolving Credit case of a forgiveness, reduction or waiver of the principal of any unpaid Loan Maturity Date and or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Term Loan Maturity Date may not be postponedDocuments, no date fixed for payment may be postponed and the consent of each Lender that would have otherwise received such principal, interest or fee; (e) in the case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, 152 the written consent of each Bank Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12), Term Loan A Maturity Date or Term Loan B Maturity Date, the consent of each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (i) in the case of the release of the Borrower or any Guarantor except as otherwise provided in this Agreement, the consent of each Lender; (S)27 and j) in the case of an amendment of the definition of Required Lenders, the consent of each Lender, in the case of an amendment of the definition of Majority Banks may not be amendedRevolving Credit Lenders, without the written consent of each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan A Lenders, the consent of each Term Loan A Lender, in the case of an amendment of the definition of Majority Term Loan B Lenders, the consent of each Term Loan B Lender and in the case of an amendment of any requirement for consent by all of the Lenders, the consent of each Lender; (k) in the case of 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, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected directly thereby; or (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action, the consent of each Lender, in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Collateral (except if Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such action, the release or disposition consent of such Collateral is permitted or provided for each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without amendment of any provision of this Agreement or the written Loan Documents which requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, the consent of all each Term Loan A Lender, and in the case of amendment of any provision of this Agreement or the Loan Documents which requires the approval of the BanksMajority Term Loan B Lenders to require a lesser number of Lenders to approve such action, the consent of each Term Loan B Lender; and (n) in the amount case of an amendment or waiver of the Agent's Fee conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for Lenders; or (o) in the Agent's account and (S)16 case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be 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. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (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 or, except as provided in §2.12, extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender 153 that by its terms affects any Defaulting Lender disproportionately adversely relative to 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, the Joint Arrangers, and the Bookrunner in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12. 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 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. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event Even of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (I) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), term and the amount of the Commitments of the Banks may not be changed, (other than increases which are contemplated by (S)20.1.2 hereof), ii) the rate of interest on the Loans and the amount of the Commitment Facility Fee or Letter of Credit Fees hereunder may not be reduced decreased, (iii) the terms of Section 2.9 may not be changed without the written consent of the Swing Line Bank and the Majority Banks, and (iv) the terms of this Section 22 may not be changed without the written consent of the Borrower and the written consent of each Bank affected therebyof the Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without or the written number of Banks required for any consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 approval hereunder may not be amended without the written consent of each of the AgentBanks; and Section 11 may not be amended without the written consent of each of the Agents. 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 or Agent 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 ss.4.9 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.14 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be bE given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the reduction of the principal of or the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.4.11 following the effective date datE of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the extension of the term of the Notes, any change in a date fixed for payment on the Loans, the increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the decrease in the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.14 may not be 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.prejudicial

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Parent Companies, the Borrower or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 §5.11 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and ) or the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of each Bank affected thereby; the amount of the Commitments may not be increased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 §27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's ’s Fee or any Letter of Credit Fees payable for the Agent's ’s account and (S)16 §16 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 S)5.10 following the effective date of any 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 each Bank affected thereby; the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced increased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 S)26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of Banks and the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the BanksBorrower; and the amount of the Loan and Collateral Agent's Fee fee or any Letter of Credit Fees payable for the Agent's account and Fees; (S)16 S)15 may not be 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 each of the Agent Agents; (S)10 may not be amended or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon waived without the Borrower shall entitle written consent of the Borrower to other or further notice or demand in similar or other circumstances.Super-majority Banks; the Borrowing Base may not be

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower 119 or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks 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 (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; (e) the Commitment Fee postponement of any date fixed for any payment of principal of or interest on the Loan; (f) an extension of the Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders, the Majority Lenders or of any requirement for consent by all of the Lenders; (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 or participation in a Swing Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyother than based on its Commitment Percentage; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount (k) an amendment to this §27; or (l) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders, the Required Lenders, or substantially all the Majority Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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 the Arrangers in connection with the syndication of the Loan, provided that no such amendment or modification materially 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 Bank 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this 70 -63- Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Required Banks. Notwithstanding the foregoing, a decrease in the amount of the Commitments of the Banks hereunder may not be changed, and the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.8.9.2 following the effective date of any waiver by the Majority Required Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), ) and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced reduced, without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Termination Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment of any principal, interest or fees hereunder may not be reduced postponed without the written consent of each Bank affected thereby; all or substantially all of the Guarantors may not be released from their Obligations under the Guaranty, Collateral may not be released if after giving effect to such release, and any additional Collateral substituted in lieu thereof, the Borrower would not be in compliance with ss.13.4, this (S)27 ss.29, each other provision hereof specifying that the Banks are to receive payments "pro rata" or that payments are to be made "for the respective accounts of the Banks" or in accordance with each Bank's Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, or words of similar import, or which specifies the number or percentage of Banks required to make any determinations, consent to any matter, or waive any rights hereunder or to modify any provision hereof, and the definition of Majority Required Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of, or timing or order of payment of, the Agent's Fee or any Letter of Credit Fees payable for the Agent's account Agency fee, and (S)16 ss.18 may not be amended without the written consent of each of the AgentAgents; and the amount of, or timing or order of payment of, any Fronting Fee and ss.5 may not be amended without the consent of the Issuing Bank. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower any Obligor or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity amount of the Commitments may not be increased without the written consent of the Borrowers and of each Bank affected thereby; the Term Out Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.16 may not be 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 Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrower, the Guarantors or any of its the Unencumbered Property Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (i) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant Notes; provided, however, that only the consent of the Required Lenders shall be necessary to (S)6.11.2 following A) amend the effective date definition of “Default Rate”, to waive any waiver by the Majority Banks obligation of the Borrower to pay interest at the Default Rate or Event to retract the imposition of interest at the Default relating thereto), Rate and (B) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable based on such financial covenant; (ii) an increase in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereof)except for any increase in the Commitments effectuated pursuant to §2.11 or §18.1, and any waiver of any Default or Event of Default and the amount forbearance with respect to such Default or Event of Default is not considered an increase of the Commitment Fee of any Lender); (iii) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any reimbursement obligation with respect to a Letter of Credit or any interest thereon or fee payable under the Loan Documents; provided, however, that only the consent of the Required Lenders shall be necessary to (A) amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate and (B) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit Fees hereunder may not be reduced without or to reduce any fee payable based on such financial covenant; (iv) a change in the written consent amount of any fee payable to a Lender hereunder; (v) the Borrower and postponement of any date fixed for any payment of principal of or interest on the written consent Loan (except for any extension as contemplated under §2.12 or any Extension); (vi) an extension of each Bank affected thereby; the Revolving Credit Loan Maturity Date and (except as provided in §2.12 or pursuant to an Extension) or the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (except pursuant to an Extension); (vii) a change in the amount manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; (viii) the release of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; Borrower or all or substantially all of the Collateral Guarantors except as otherwise provided in this Agreement; (except if ix) an amendment of the release definition of Required Lenders; (x) 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 applicable Commitment Percentage; (xi) an amendment to this §27; (xii) an amendment of any provision of this Agreement or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the BanksLenders or the Required Lenders to require a lesser number of Lenders to approve such action; and the amount or (xiii) an extension of the Agent's Fee or any expiration date of a Letter of Credit Fees payable for beyond the Agent's account and (S)16 then effective Revolving Credit Maturity Date if a Revolving Credit Lender would have to acquire a participation in a funding of such Letter of Credit after the then effective Revolving Credit Maturity Date. The provisions of §14 may not be amended without the written consent of the Agent. Any provision of this agreement or the Loan Documents which requires the approval of the Revolving Credits Lenders or the Required Revolving Credit Lenders may not be amended or waived without the written consent of all of the Revolving Credits Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of the of the Term Loan Lenders or the Required Term Loan Lenders may not be amended or waived without the written consent of the Term Loan Lenders. 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. Any fee letter (including without limitation the Agreement Regarding Fees) may be amended, or right or privileges thereunder waived, in a writing executed by the parties thereto. There shall be no amendment, modification or waiver of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credits Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively; provided that for the avoidance of doubt for so long as the Total Revolving Credit Commitment is not less than the Total Term Loan Commitment the waiver of an Event of Default otherwise done in accordance with the other provisions of this §27 shall not be deemed to be an amendment, modification or waiver of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment or an amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or Term Loan Lenders; provided, further, that for the avoidance of doubt for so long as the Total Revolving Credit Commitment is not less than the Total Term Loan Commitment any amendment or modification of any provision of any Loan Document (other than §11) in accordance with the other provisions of this §27 shall not constitute an amendment, modification or waiver of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or Guarantors shall entitle the Borrower or Guarantors to other or further notice or demand in similar or other circumstances. 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11, the extension of the Revolving Credit Maturity Date as provided in §2.12 and an Extension as provided in this §27, in each case, without any additional consents.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrower Borrowers or any of its their Restricted Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate rates of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 S)6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) or the amount of the Commitment Fees or Letter of Credit Fees may not be decreased without the written consent of each Bank affected thereby; the term of the Loans, the amount of the Commitments Commitment of any Bank, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)timing of payment of any principal, interest, fees, and the amount of the Commitment Fee or Letter of Credit Fees hereunder Reimbursement Obligations may not be reduced changed without the written consent of the Borrower Borrowers and of each Bank affected thereby; principal may not be forgiven without the written consent of the Borrowers and the written consent of each Bank affected thereby; (S)20.9 may not be amended without the Revolving Credit Loan Maturity Date written consent of each Bank affected thereby; the release of a substantial part of the Collateral (other than in accordance with (S)10.5.2) shall not be permitted without the consent of all the Banks; the release of any Guarantor shall not be permitted without the consent of the Majority Banks, provided that the release of any Guarantor having total assets in excess of ten -------- percent (10%) of the consolidated total assets of the Borrowers and their Restricted Subsidiaries shall not be permitted without the Term Loan consent of all of the Banks; the Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Agents' Fee or any Letter of Credit Fees or any other fees payable for the Agent's Agents' account and (S)16 may not be amended without the written consent of the Agentapplicable Agents. 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 any 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date amount of the Commitment of any Bank may not be increased without the written consent of the Borrower and of such Bank; the Term Syndicated Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 25 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) and no Guaranty may not be released released, without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of a Borrower or a Guarantor except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrowers other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be 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 Bank. 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 Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement (including, without limitation, §2.13), any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the written consent of Borrowers or the Majority BanksGuarantors, as the case may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of b) any waiver by the Majority Banks of the Default increase or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and reduction in the amount of the Commitment Fee of a Lender (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or Letter of Credit Fees hereunder may not be reduced without the written consent waiver of the Borrower and principal of any unpaid Loan or any interest thereon or fee payable under the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (d) a change in the amount of any scheduled fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan or any fees payable under the Loan Documents; (f) an extension of each Bank affected therebythe Maturity Date; this (S)27 and g) a change in the manner of distribution of any payments to Lenders or Agent; (h) the release of any Borrower or any Guarantor or any reduction of any Guarantor’s liability under the Guaranty except as otherwise provided in §5.5; (i) an amendment of the definition of Majority Banks may not be amended, without Required Lenders or of any requirement for consent by all Lenders; (j) [reserved]; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the written consent Loan Documents which requires the approval of all Lenders or the Required Lenders, or to require a lesser number of Lenders to approve such action. Notwithstanding the Banks; all or substantially all of the Collateral foregoing, (except if the release or disposition of such Collateral is permitted or provided for in A) the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of Agent and no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the AgentLenders required above to take such action, amend, waive or consent to any departure from, the definitions of ICE LIBOR, LIBOR Screen Rate, Successor Rate Conforming Changes or the provisions of §4.6(b) (except in accordance with §4.6(b)). 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice 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 affectedAffected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affectedAffected Lender that by its terms affects any Defaulting Lender more adversely than other affectedAffected Lenders shall require the consent of such Defaulting Lender. In the event that any Lender (a “Non-Consenting Lender”) shall fail to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by Agent and the Required Lenders, then the Borrowers shall have the right, upon written demand to such Non-Consenting Lender and Agent given within 30 days after a Lender fails to consent, refuses to consent or is deemed to have refused to consent to such request (a “Consent Request Date”), to cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, 80 NYDOCS03/1107437.11107437.2 its Commitment or Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to an existing Lender or a new Lender, provided that (i) as of such Consent Request Date and as of the date of the Borrowers’ written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by Agent and (ii) the replacement of any Non-Consenting Lender shall be consummated in accordance with and subject to the provisions of §4.15. The existing or new Lender that is purchasing the interests of the Non-Consenting Lender shall purchase such interests and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon the Borrower shall entitle the Borrower execution by such existing or new Lender of an Assignment and Acceptance Agreement delivered pursuant to other or further notice or demand in similar or other circumstances§18.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under Section 18 or pursuant to changes in the Total Commitment under Section 2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written Loan Documents which expressly requires consent of each Bank affected thereby; this all the Lenders, (S)27 v) the funding provisions of Section 2.5 and Section 2.7 hereof, (vi) the rights, duties and obligations of the Agent specified in Section 14 hereof, and (vii) the definition of Majority Banks may not be amendedRequisite Lenders, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release the Borrower or any Guarantor from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority Banks, provided however, that the Agent may, in its reasonable discretion, release Collateral with an aggregate value of $500,000 or less in any calendar year. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall do any of the following unless in writing and signed by the Borrowers and each of the Banks affected thereby: (a) increase the Commitments of the Banks or subject any Bank to any additional obligations, or (b) reduce the principal of or the rate of interest on the Notes (other than including, without limitation, interest accruing pursuant to (S)6.11.2 following the effective date of on overdue amounts) or any fees payable hereunder; and FURTHER, no amendment, waiver by the Majority Banks or consent shall do any of the Default or Event of Default relating thereto), the amount following unless in writing and signed by ALL of the Commitments of Banks: (c) postpone the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no or any date fixed for any payment may be postponed and in respect of principal or interest (including, without limitation, interest on overdue amounts) on the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Notes, (S)27 and d) change the definition of "Majority Banks" or the number of Banks may not which shall be amended, without required for the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee Banks or any Letter of Credit Fees payable for them to take any action under the Agent's account and Loan Documents; (S)16 may not be amended without the written consent of the Agente) amend this Section 14.8 or Section 18; (f) release any Collateral with an aggregate value exceeding $500,000 in any calendar year or (g) release any Borrower from its obligations 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its the Borrowers or their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes may not be decreased (other than interest accruing pursuant to (S)6.11.2 §6.10.2 following the effective date of any waiver by the Majority Banks Lenders of the Default or Event of Default relating thereto), (b) all or any portion of the Collateral with a book value equal to or greater than 50% of the aggregate book value of the Collateral prior to such release may not be released, (c) no Borrower or any Person that is liable, whether directly or contingently, for payment obligations hereunder may be released and (d) the term of the Notes, the timing or amount of any required payments of principal and interest hereunder, any rates of interest payable hereunder, the amount of the Revolving Credit Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders, and the amount of the Commitment Fee commitment fees or Letter of Credit Fees hereunder hereunder, the definition of Majority Lenders and this §27 may not be reduced changed without the written consent of the Borrower Borrowers and the written consent of each Bank of the Lenders affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's ’s fee under the Fee or any Letter, the Letter of Credit Fees or any other fees or amounts payable for the Agent's account ’s account, and (S)16 §5 or §16 may not be 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the any Borrower shall entitle the any Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything in this §27 to the contrary, the Agent may terminate its security interest in and otherwise release any Collateral or any Borrower sold, transferred or otherwise disposed of by any Borrower or any Subsidiary of any Borrower if such disposition is in compliance with §10.5.2 and otherwise with the terms hereof.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders (except as provided in §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; (e) the Commitment Fee postponement of any date fixed for any payment of principal of or Letter of Credit Fees hereunder may not be reduced without interest on the written consent Loan; (f) an extension of the Borrower and Maturity Date (except as provided in §2.12); (g) a change in the written manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of each Bank affected therebythe Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan Maturity Date and made by the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without 122 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 the Arranger in connection with the syndication of the Loan, provided that no such amendment or modification materially 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 Bank 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders or the Agent may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any no amendment or waiver by the Majority Banks of the Default or Event of Default relating thereto)shall, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the prior written consent of the Borrower Agent and all of the written consent Lenders: (a) extend the Maturity Date of, reduce the principal amount of, reduce the rate or extend the time of each Bank affected therebypayment of interest on, reduce the amount or extend the time of payment of any principal or interest of, or discharge or release the Borrowers from any payment obligation with respect to, any Note (including any extensions of the Maturity Date pursuant to ss.2.4, except as provided in ss.17.4(b)); (b) change or waive the Total Commitment, Term Loan Commitment or Revolving Loan Commitment (other than reductions in the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected therebyCommitments pursuant to ss.2.3) or Percentage; (c) amend or waive this (S)27 and ss.25 or amend or waive the definition of Majority Banks may not be amended, without the written consent of all of the BanksRequired Lenders; all (d) change or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and waive the amount or payment terms of the Agent's Fee fees due hereunder; or (e) amend or waive any Letter of Credit Fees payable for the Agent's account and ss.9.1(f) or (S)16 may not be amended without the written consent of the Agentg) or ss.11. No waiver shall extend to or affect any obligation not expressly waived or nor impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lenders in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by Holdings, the Borrower or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Revolving Credit Notes, the effective date maturity of any waiver by or extension of scheduled payments on the Majority Banks Revolving Credit Notes, the release of all or substantially all of the Default or Event of Default relating thereto)Collateral, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected therebyBank; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this (S)26 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Notes; provided, however, that (A) only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate, (B) only the consent of the Majority Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable based on such financial covenant; and (C) in circumstances other than interest accruing pursuant to as described in the preceding clauses (S)6.11.2 following A) and (B), (1) only the effective date of any waiver by the Majority Banks consent of the Default or Event Term Loan Lenders shall be necessary to reduce the rate of Default relating thereto)interest, including the Applicable Margin, on the Term Loans and the Term Loan Notes and (2) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments of the Banks 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 (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; provided that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such amendment or waiver that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; provided that only the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and Revolving Credit Lenders shall be necessary for any such amendment or waiver of the written fees described in §2.3; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; provided that only the consent of each Bank affected thereby; the Term Loan Lenders or the Revolving Credit Loan Maturity Date Lenders, as the case may be, shall be necessary for any such postponement that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an extension of the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and or Revolving Credit Maturity Date (except as provided in §2.12); (g) a change in the amount manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; (h) the release of each Bank affected therebythe Borrower or any Guarantor except as otherwise provided in this Agreement; this (S)27 and i) an amendment of the definition of Majority Banks may not be amendedLenders, without Required Revolving Credit Lenders, Required Term Loan Lenders or of any requirement for consent by all of the written consent Lenders; (j) any modification to require a Revolving Credit 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 Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Majority Lenders, Required Revolving Credit Lenders or substantially all the Required Term Loan Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit Lenders may not be amended or waived to require a lesser number of Revolving Credit Lenders to approve such action without the written consent of all of the Revolving Credit Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Term Loan Lenders or the Required Term Loan Lenders may not be amended or waived to require a lesser number of Term Loan Lenders to approve such action without the written consent of all of the Term Loan Lenders. 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. There shall be no amendment, modification or waiver of any provision in the Loan Documents which results in a modification of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.. 155

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases changes which are contemplated and permitted by (S)20.1.2 Section 19.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrower, REA or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease in the rate of interest on or a change in the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower, REA, any Guarantor, or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without Lenders or of any requirement for consent by all of the written consent Lenders; 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; an amendment to this Section 27; an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the BanksLenders or the Majority Lenders to require a lesser number of Lenders to approve such action; all any amendment, modification or substantially all waiver of the Collateral (except if definition of Borrowing Base or any definition of a term therein; or any amendment, modification or waiver of the release financial covenants contained in Section 9 of this Agreement or disposition any definition of such Collateral is permitted or provided for in the a term therein. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower Borrower, REA or the Guarantors shall entitle the Borrower Borrower, REA or any Guarantor to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise specifically set forth herein or in any other Loan Document, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by Borrower and the Borrower or any of its Subsidiaries Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Lenders, and, in the case of amendments, with the written consent of Borrower other than amendments to schedules made in the Majority Banksordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on on, and the term or amount of, the Notes (other than interest accruing pursuant to (S)6.11.2 following or the effective date of any waiver by the Majority Banks of the Default payment due hereunder or Event of Default relating thereto)thereunder, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under § 19 or pursuant to changes in the Total Commitment under § 2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment fee payable to a Lender hereunder, (iv) any provision herein or in any of the Loan Documents which expressly requires consent of all the Lenders (including this § 26) or of the Requisite Lenders, (v) the funding provisions of § 2.5 and § 2.7 hereof, (vi) the rights, duties and obligations of Agent specified in § 14 hereof, and (vii) the definitions of Majority Lenders or Requisite Lenders, may not be reduced amended or compliance therewith waived without the written consent of each Bank Lender affected thereby; this , nor may Agent release Borrower or any Guarantor from its liability with respect to the Obligations (S)27 and the definition of Majority Banks may not be amendedother than pursuant to § 18.8), without first obtaining the written consent of all the Lenders. Unless otherwise directed by Agent, any request for amendment or waiver shall be made on no less than ten (10) Business Days notice to the Lenders. Unless otherwise directed by Agent, the failure of a Lender to respond to a request for waiver or amendment shall be deemed to constitute such Lender's consent to such waiver or amendment requested (unless such waiver or amendment requires the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentLenders). 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default (other than Defaults of Events of Default set forth in ss. ss. 14.1(a) and (b)) may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (i) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected therebyall of the Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and ii) the definition of Majority Banks may not be amended, Collateral may not be released, the Guaranty may not be released, the Borrower may not assign or transfer any of its rights or obligations under any of the Loan Documents, the Defaults or Events of Default set forth in ss.ss.14.1(a) and (b) may not be waived (either generally or in a particular instaNce and either retroactively or prospectively) and ss. 4.3 and this ss. 27 may not be amended, without the written consent consEnt of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofiii) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.16 may not be amended 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.9 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of, or date of any payment due and payable under) the Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees any fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (a) the REIT and the Borrower from time to time may provide supplements amending Schedule 6.19 hereto (but not any other Schedule hereto) without the consent of the Majority Banks and (b) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees any fee payable to a Bank hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of ss. 14 may not be 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 REIT or the Borrower shall entitle the REIT or the Borrower to other or further notice or demand in similar or other circumstances. The Majority Banks agree to respond in a timely fashion to any request for a consent, approval, amendment, waiver or other action made by the REIT or the Borrower hereunder.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (i) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (ii) in the case of an increase in the Commitment or the amount of the Commitments of the Banks Lenders (in each case, except as provided in §2.11 and §18.1), the consent of each Lender whose Commitment is increased; (iii) in the case of a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by (S)20.1.2 hereof)a reduction or waiver of default interest) or fee payable under the Loan Documents, and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender that would have otherwise received such principal, interest or fee; (iv) in the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (v) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at an earlier date; (vi) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12) each Lender whose Commitment is thereby extended; (vii) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent or a change in§2.4 that would alter the ratable reduction of Commitments, the consent of each Lender or the Agent directly affected thereby; (viii) in the case of the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement (S)27 and including, without limitation, the release of any Borrowing Base Assets), each Lender directly affected thereby; (ix) in the case of an amendment of the definition of Majority Banks may not be amendedRequired Lenders or of any requirement for consent by all of the Lenders or all affected Lenders, without each Lender directly affected thereby; (x) in the written case of any modification to require a Lender to fund a pro rata share of a request for an advance of a Loan made by the Borrower other than based on such Lender’s applicable Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its applicable Commitment Percentage; (xi) in the case of an amendment to this §27, each Lender directly affected thereby; or (xii) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders, to require a lesser number of Lenders to approve such action, each Lender directly affected thereby. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the parties thereto. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by HBOC, the Borrower or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be 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 HBOC or the Borrower shall entitle HBOC or the Borrower to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the reduction of the principal of or the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the extension of the term of the Notes, any change in a date fixed for payment on the Loans, the increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the decrease in the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes, the effective date timing of any waiver by regularly scheduled payment date for principal, interest or fees, the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; thereby (except that the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment Commitments may be postponed changed pursuant to and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected therebyin connection with assignments made in accordance with Section 19 hereof); this (S)27 and the definition of Majority Banks may not be amended, without amended wiTHOUT the written consent of all of the Banks; all or substantially all the amount of any Letter of Credit Fees payable for the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Issuing Bank's account may not be released amended without the written consent of all of the Banks; Issuing Bank and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be amended without the written consent of the Agent, 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 S)4.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by except as expressly provided in (S)20.1.2 S)2.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 S)25 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 S)14 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments or Acquisition Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, the release of all or substantially all of the Collateral, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Acquisition Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 16 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement or the other Loan Documents, any consent or approval required or permitted by this Credit Agreement to be given by or the Banks other Loan Documents may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Mortgagor of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes; except as provided in §33, an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter any interest thereon or fee payable to the Lenders under the Loan Documents; the postponement of Credit Fees hereunder may not be reduced without any date fixed for any payment of principal of or interest on the written consent Loan; an extension of the Maturity Date; a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower and the written consent or Mortgagor; an amendment of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without Lenders or of any requirement for consent by all of the written consent Lenders; 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 Facility Percentage; an amendment to this §25; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders to require a lesser number of Lenders to approve such action. Notwithstanding the foregoing, Agent may unilaterally in its discretion grant Borrower a waiver of the Collateral covenant in §3.2 for a period not to exceed ninety (except if the release or disposition of 90) days, provided that such Collateral is permitted or provided for waiver may only be granted once in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agentcalendar year. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. The provisions of §14 may not be amended without the written consent of the Agent. No course of dealing or delay or omission on the part of the Agent or any Bank 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement, provided, however, that any waiver of an Event of Default under ss.12.1(a) or ss.12.1(b) or any modifications or waivers of the financial covenants set forth in ss.9.1, ss.9.2 or ss.9.3 or any waiver of an Event of Default relating to the Borrower's failure to comply with such financial covenants shall require the written consent of all Lenders. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks (other Lenders(other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under ss.18), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written Loan Documents which expressly requires consent of all the Lenders, (v) the funding provisions of ss.2.5 hereof, (vi) the Maturity Date and (vii) the rights, duties and obligations of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for Agent specified in the provisions of (S)10.5.2 ss.14 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 , may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release any Collateral or add any Collateral, including pursuant to ss.12.5 hereof, without first obtaining the written consent of all the Lenders. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders or the Agent may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower DRC and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any no amendment or waiver by the Majority Banks of the Default or Event of Default relating thereto)shall, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the prior written consent of the Borrower Agent and all of the written consent Lenders, (a) extend the fixed maturity or reduce the principal amount of, or reduce the rate or extend the time of each Bank affected thereby; payment of interest on, or reduce the Revolving Credit Loan amount or extend the time of payment of any principal or interest of, any Note (including any extensions of the Maturity Date and pursuant to 2.4); (b) change or waive the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and Total Commitment (other than reductions in the amount of any scheduled payment may not be reduced without the written consent of each Bank affected therebyTotal Commitments pursuant to 2.3) or Percentage; (c) amend or waive this (S)27 and 25 or amend or waive the definition of Majority Banks may not be amended, without the written consent of all of the BanksRequired Lenders; all (d) change or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and waive the amount or payment terms of the Agent's Fee any fees due hereunder; or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agente) amend or waive 8(c) or 9.1(a), (f) or (g) or 11. No waiver shall extend to or affect any obligation not expressly waived or nor impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lenders in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the a Borrower to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 ss.5.11 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and ) or the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of each Bank affected thereby; the amount of the Commitments may not be increased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; a change in the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)except pursuant to Section 18.1; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest on the Loans; a decrease of the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower or the Guarantor except as otherwise provided herein; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all an amendment of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the this Section 27. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Fleet in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11 following the effective date of any waiver by the Majority Banks of the Default or Event of oF Default relating thereto), may not be decreased, the term of the Notes may not be extended, the date fixed for any payment of principal and/or interest on the Notes may not be extended, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)may not be increased, the amount of principal owed may not be modified and the amount of the Commitment Fee commitment fee, facility fee or Letter of Credit Fees or other fees due hereunder may not be reduced decreased or the date fixed for payment of any such fees may not be deferred without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 26 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the thE written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees fees payable for the Agent's account and (S)16 Section 15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrower, the Guarantors and/or the Approved JVs of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Notes; provided, however, that (A) only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate, (B) only the consent of the Majority Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable based on such financial covenant; and (C) in circumstances other than interest accruing pursuant to as described in the preceding clauses (S)6.11.2 following A) and (B), (1) only the effective date of any waiver by the Majority Banks consent of the Default or Event Term Loan Lenders shall be necessary to reduce the rate of Default relating thereto)interest, including the Applicable Margin, on the Term Loans and the Term Loan Notes and (2) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments of the Banks 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 (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; provided that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such amendment or waiver that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; provided that only the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and Revolving Credit Lenders shall be necessary for any such amendment or waiver of the written fees described in §2.3; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; provided that only the consent of each Bank affected thereby; the Term Loan Lenders or the Revolving Credit Loan Maturity Date Lenders, as the case may be, shall be necessary for any such postponement that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an extension of the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and or Revolving Credit Maturity Date (except as provided in §2.12); (g) a change in the amount manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; (h) the release of each Bank affected therebythe Borrower, any Guarantor or any material Collateral except as otherwise provided in this Agreement; this (S)27 and i) an amendment of the definition of Majority Banks may not be amendedLenders, without Required Revolving Credit Lenders, Required Term Loan Lenders or of any requirement for consent by all of the written consent Lenders; (j) any modification to require a Revolving Credit 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 Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Majority Lenders, the Required Revolving Credit Lenders or substantially all the Required Term Loan Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit Lenders may not be amended or waived to require a lesser number of Revolving Credit Lenders to approve such action without the written consent of all of the Revolving Credit Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Term Loan Lenders or the Required Term Loan Lenders may 152 not be amended or waived to require a lesser number of Term Loan Lenders to approve such action without the written consent of all of the Term Loan Lenders. 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. There shall be no amendment, modification or waiver of any provision in the Loan Documents which results in a modification of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower Borrower, the Guarantors or any Approved JV shall entitle the Borrower Borrower, any Guarantor or any Approved JV to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks 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 (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and 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 interest on the Loan; (f) an extension of the Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or any material Collateral except as otherwise provided in this Agreement; (i) an amendment of the definition of Majority Lenders, Required Lenders or of any requirement for consent by all of the Lenders; (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 Fee Percentage; (k) an amendment to this §27; or Letter (l) an amendment of Credit Fees hereunder any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Majority Lenders or the Required Lenders to require a lesser number of Lenders to approve such action. The provisions of §7.20 may not be reduced amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the Required Lenders. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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 the Commitment of any Defaulting Lender may not be increased without the consent of such Lender). 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Revolving Credit Notes, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Revolving Credit Notes, the amount regularly scheduled payment date for principal or interest on the Revolving Credit Notes, the Commitment Amounts of the Commitments of Banks, and the Banks (other than increases which are contemplated by (S)20.1.2 hereof), scheduled payment date for and the amount of the Commitment Fee or Letter of Credit any Facility Fees hereunder hereunder, may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the principal amount of any Revolving Credit Loan Maturity Date and the Term Loan Maturity Date Loans may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank affected thereby; this (S)27 Section 23 may not be changed without the written consent of the Borrower and the written consent of all of the Banks; the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 Section 3.13 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Agent Fees payable for the Agent's account of the Agent and (S)16 Section 12 hereof may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the other Transaction Parties of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower or, as applicable, such other Transaction Party, and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be 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 any of the Borrower Transaction Parties shall entitle any of the Borrower Transaction Parties to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any action to be taken (including the giving of notice) may be taken, any consent or approval required or permitted by this Credit Agreement or any other Loan Document to be given by the Banks may be given, and any term of this Credit Agreement, any other Loan Document or any other instrument, document or agreement related to this Agreement or the other Loan Documents or any other instrument related hereto or mentioned herein therein may be amended, and the performance or observance by the Borrower Borrowers or any of its Subsidiaries other Person of any of the terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of thereof and any Default or Event of Default (as defined in any of the above-referenced documents or instruments) may be waived (either generally or in a particular instance and either retroactively or prospectively) with), but only with, the written consent of the Borrower and with the written consent of the Majority Banks; provided, however, that no such consent or amendment which affects the rights, duties or liabilities of any Agent or the Issuing Bank shall be effective without the written consent of such Agent or the Issuing Bank, as applicable. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall do any of the following unless in writing and signed by each of the rate Banks affected thereby (a) increase the principal amount of such Bank's Commitment (or subject any Bank to any additional obligations); (b) reduce the principal of or interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee Loans or any Letter of Credit Fees Credit, L/C Obligations or any Bankers' Acceptance (including, without limitation, interest on overdue amounts) or any fees payable hereunder; (c) postpone any date fixed for any payment in respect of principal or interest (including, without limitation, interest on overdue amounts) on the Notes or any L/C Obligation, or any fee hereunder; (d) change the definition of "Majority Banks" or the number of Banks which shall be required for the Agent's account and Banks or any of them to take any action under the Loan Documents; (S)16 may not be amended without e) amend this Section 17; (f) change the written consent Commitment Percentage of any Bank, except pursuant to Sections 2.4 or 21, or (g) release any Borrower or Ryder in its capacity as guarantor from its obligations hereunder or reduce any 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 circumstancesGuaranteed Obligations.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.8.11.2 following the effective date datE of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the timing of all scheduled payments of principal and interest hereunder, the amount of the Revolving Credit Commitments and the Growth Loan Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, the release of any Guarantor from its obligations under the Guaranty, and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee payable for the Agent's account or any Letter of Credit Fees payable for the AgentBKB's account account, and (S)16 ss.17 may not be amended without the 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 79 -72- upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything herein, the provisions of ss.7 may be amended with the written consent oF only the Borrower and the Agent.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by except as provided in §2.11 and §18.1); (S)20.1.2 hereof)c) a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (d) a change in the amount of any scheduled fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; (f) an extension of each Bank affected therebythe Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower or any Guarantor except as otherwise provided in this Agreement; (S)27 and i) an amendment of the definition of Majority Banks may not be amended, without Required Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the written consent Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or Guarantors shall entitle the Borrower or Guarantors to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority Banks, provided however, that the Administrative Agent may, in its reasonable discretion, release Collateral with an aggregate value of $500,000 or less in any calendar year. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall do any of the following unless in writing and signed by the Borrowers and each of the Banks affected thereby: (a) increase the Commitment of any Bank or subject any Bank to any additional obligations (other than in accordance with §2.2.2 hereof), or (b) reduce the principal of or the rate of interest on the Notes (other than including, without limitation, interest accruing pursuant to (S)6.11.2 following the effective date of on overdue amounts) or any fees payable hereunder; and further, no amendment, waiver by the Majority Banks or consent shall do any of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated following unless in writing and signed by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of : (c) postpone the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee Maturity Date or any Letter date fixed for any payment in respect of Credit Fees payable principal or interest (including, without limitation, interest on overdue amounts) on the Notes, (d) change the definition of "Majority Banks" or the percentage of Banks which shall be required for the Agent's account and Banks or any of them to take any action under the Loan Documents; (S)16 may not be amended without e) amend this §14.8; (f) except as otherwise permitted by the written consent terms of the Agentthis Credit Agreement, release any Collateral with an aggregate value exceeding $500,000 in any calendar year or (g) release any Borrower from its obligations 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 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 Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.5.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Administrative Fee or Letter of Credit Fees payable to such Bank hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Administrative Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (a)(i) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 6.10 hereof following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), (ii) the dates and amounts fixed for any payment of principal or interest or fees on the Notes or Loans, (iii) the term of the Notes, (iv) the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and (v) the amount of the Commitment Fee any commitment fees or Letter of Credit Fees hereunder hereunder, may not be reduced changed without the written consent of the Borrower and all of the written consent of each Bank affected therebyBanks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and b)(i) the definition of Majority Banks, (ii) the provisions of this Section 30 and (iii) the aggregate percentage or number of Banks required for any action to be taken under the Loan Documents, may not be amended, amended without the written consent of all of the Banks; all or substantially all of (c) the Managing Agent shall not release any Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not nor shall any guarantor be released without the written consent of all of the Banks, unless such release is in connection with a transaction permitted by Section 10.5 hereof; and (d) the amount of the Managing Agent's Fee or fee and any Letter of Credit Fees fees payable for to the Managing Agent's account and (S)16 the provisions of Section 19 hereof, may not be amended without the written consent of the Managing Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereonon any obligation not expressly waived. 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders or the Agent may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower DRC and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any no amendment or waiver by the Majority Banks of the Default or Event of Default relating thereto)shall, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the prior written consent of the Borrower Agent and all of the written consent Lenders, (a) extend the fixed maturity or reduce the principal amount of, or reduce the rate or extend the time of each Bank affected thereby; payment of interest on, or reduce the amount or extend the time of payment of any principal or interest of, any Note (including any extensions of the Facility A Revolving Credit Loan Maturity Date and Note pursuant to 2.4); (b) change or waive the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of Total Commitment or any scheduled payment may not be reduced without the written consent of each Bank affected therebyCommitment (other than reductions in Commitments pursuant to 2.3) or Percentage; (c) amend or waive this (S)27 and 25 or amend or waive the definition of Majority Banks may not be amended, without the written consent of all of the BanksRequired Lenders; all (d) change or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and waive the amount or payment terms of the Agent's Fee any fees due hereunder; or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agente) amend or waive 8(c) or 9.1(a), (f) or (g) or 11. No waiver shall extend to or affect any obligation not expressly waived or nor impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lenders in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the a Borrower to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 6.11.2 following the effective date of any 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 (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 16 may not be 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Borrower, the written consent of the Majority BanksRequired Lenders and the written acknowledgment of the Administrative Agent. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), Loans and the amount of the Commitment Fee or Letter of Credit any Facility Fees hereunder may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans, the Reimbursement Obligations or any Facility Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; (b) the Revolving Credit Loan Maturity Date and principal amount of any Loans or the Term Loan Maturity Date Reimbursement Obligations may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank Lender directly 103 affected thereby; (c) this §24 may not be changed without the written consent of the Borrower and the written consent of all of the Lenders; (S)27 and d) the definition of Majority Banks Required Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of (e) the Collateral Administrative Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 §4.14 hereof) may not be released without the written consent of all of the BanksLenders; and (f) the amount of the Agent's Fee or any Letter of Credit Fees fees payable for the Agent's account of the Administrative Agent or any Lender pursuant to the BAML Fee Letter, any provision applicable to the Swing Line Loans and (S)16 the Administrative Agent in its capacity as lender of the Swing Line Loans, and §13 hereof may not be amended without the written consent of the Administrative Agent; (g) no provision applicable to the Issuing Banks may be amended without the written consent of the Issuing Banks; (h) §1.5 or the definition of “Alternative Currency” may not be amended without the written consent of each Lender; and (i) the amount of any fees payable for the account of any Co-Lead Arranger pursuant to the Fee Letters may not be amended without the written consent of the applicable Co-Lead Arranger. 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 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. 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 or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver or consent to release with respect to any Loan Document that requires consent of each Lender or each affected Lender and has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with §4.12; provided that such amendment, waiver, consent or release can be effected as a result of the assignment(s) contemplated by such Section.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrower, the Guarantors and/or the Approved JVs of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Notes; provided, however, that (A) only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate, (B) only the consent of the Majority Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable based on such financial covenant; and (C) in circumstances other than interest accruing pursuant to as described in the preceding clauses (S)6.11.2 following A) and (B), (1) only the effective date of any waiver by the Majority Banks consent of the Default or Event Term Loan Lenders shall be necessary to reduce the rate of Default relating thereto)interest, including the Applicable Margin, on the Term Loans and the Term Loan Notes and (2) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments of the Banks 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 (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; provided that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such amendment or waiver that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; provided that only the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and Revolving Credit Lenders shall be necessary for any such amendment or waiver of the written fees described in §2.3; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; provided that only the consent of each Bank affected thereby; the Term Loan Lenders or the Revolving Credit Loan Maturity Date Lenders, as the case may be, shall be necessary for any such postponement that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an extension of the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and or Revolving Credit Maturity Date (except as provided in §2.12); (g) a change in the amount manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; (h) the release of each Bank affected therebythe Borrower, any Guarantor or any material Collateral except as otherwise provided in this Agreement; this (S)27 and i) an amendment of the definition of Majority Banks may not be amendedLenders, without Required Revolving Credit Lenders, Required Term Loan Lenders or of any requirement for consent by all of the written consent Lenders; (j) any modification to require a Revolving Credit 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 Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Majority Lenders, the Required Revolving Credit Lenders or substantially all the Required Term Loan Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit Lenders may not be amended or waived to require a lesser number of Revolving Credit Lenders to approve such action without the written consent of all of the Revolving Credit Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Term Loan Lenders or the Required Term Loan Lenders may not be amended or waived to require a lesser number of Term Loan Lenders to approve such action without the written consent of all of the Term Loan Lenders. 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. There shall be no amendment, modification or waiver of any provision in the Loan Documents which results in a modification of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower Borrower, the Guarantors or any Approved JV shall entitle the Borrower Borrower, any Guarantor or any Approved JV to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this ss.24, any action to be taken or any consent or approval required or permitted by this Credit Agreement or any other Loan Document to be given by the Banks may be given, and any term of this Credit Agreement, any other Loan Document or any other instrument, document or agreement related to this Agreement or the other Loan Documents or any other instrument related hereto or mentioned herein therein may be amended, amended and the performance or observance by the Borrower or any of its Subsidiaries other Person of any of the terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of thereof and any Default or Event of Default (as defined in any of the above-referenced documents or instruments) may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (a)(i) the rate of interest on the Notes may not be reduced, (other than interest accruing pursuant to (S)6.11.2 following ii) the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes may not be extended, (iii) the amount of the Commitments of the Banks may not be increased, (other than increases which are contemplated by (S)20.1.2 hereof), and iv) the amount of the Commitment Fee Fees or Letter of Credit Fees hereunder may not be reduced reduced, (v) the due date of any payment of principal of or interest on the Notes or any fees payable hereunder may not be extended, and (vi) the amount of principal owing to the Banks may not be changed, in each case, without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and b) the definition of Majority Banks and the definition of Borrowing Base Amount may not be amended, any substantial portion of the Collateral may not be released and this ss.24 may not be amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the AgentLetter of Credit Bank's account and (S)16 ss.17 may not be amended without the written consent of the AgentAdministrative Agent or the Letter of Credit Bank, as applicable; and (d) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Banks in addition to the Banks required above to take such action, affect the rights and obligations of the Swing Line Banks under this Credit Agreement. 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 or the Canadian Borrower shall entitle the Borrower or the Canadian Borrower to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the written consent of Borrowers or the Majority BanksGuarantors, as the case may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of b) any waiver by the Majority Banks of the Default increase or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and reduction in the amount of the Commitment Fee of a Lender (except as provided in §2.4 and §18.1); (c) a forgiveness, reduction or Letter of Credit Fees hereunder may not be reduced without the written consent waiver of the Borrower and principal of any unpaid Loan or any interest thereon or fee payable under the written 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 interest on the Loan or any fees payable under the Loan Documents; (f) an extension of the Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of any Borrower, any Collateral Property, or any material portion of any other Collateral, or the release of any Guarantor or any reduction of Guarantor’s liability under the Guaranty except as otherwise provided in §5.4, §5.6 or §5.7; (i) an amendment of the definition of Required Lenders, Required Revolving Credit Lenders, Required Term Loan Lenders, or of any requirement for consent by all of each Bank affected therebythe Lenders; (j) any modification to require a Revolving Credit Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan Maturity Date and made by the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount Borrowers other than based on its Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders, the Required Lenders, the Required Revolving Credit Lenders, or substantially all the Required Term Loan Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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, (i) any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Revolving Credit Lenders, and not any other Lenders, may be amended, and the performance or observance by Borrowers of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Required Revolving Credit Lenders or all Revolving Credit Lenders directly and adversely affected thereby, as applicable (and for the avoidance of doubt, consent of any Term Loan Lender shall not be required); and (ii) any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Term Loan Lenders, and not any other Lenders, may be amended, and the performance or observance by Borrowers of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Term Loan Lenders or all Term Loan Lenders directly or adversely affected thereby, as applicable (and for the avoidance of doubt, consent of any Revolving Credit Lender shall not be required). 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or demand upon disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the Borrower 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 or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall entitle require the Borrower to other or further notice or demand in similar or other circumstancesconsent of such Defaulting Lender.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Loans (other than a reduction or waiver of interest at the Default Rate); (b) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than interest accruing pursuant to at the Default Rate) or fee payable under the Loan Documents; (S)6.11.2 following c) a change in the effective date amount of any waiver by fee payable to a Lender hereunder; (d) the Majority Banks postponement of any date fixed for any payment of principal of or interest on the Loan; (e) an extension of the Maturity Date; (f) a change in the manner of distribution of any payments to the Lenders or the Agent; (g) the release of the Borrower or any Guarantor except as otherwise provided in this Agreement; (h) an amendment of the definition of Required Lenders or Credit Percentage or of any requirement for consent by all of the Lenders; (i) any modification to require a Lender to fund a pro rata share of a Loan Increase except as otherwise agreed by such Lender in accordance with §2.11; (j) an amendment to this §27; (k) a waiver of any Default or Event of Default relating theretounder §12.1(a) or §12.1(b), the amount of the Commitments of the Banks ; or (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount k) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action. Notwithstanding anything to the Collateral contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (except if and any amendment, waiver or consent which by its terms requires the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all Lenders or each affected Lender may be effected with the consent of the Banks; and the amount applicable Lenders other than Defaulting Lenders). The provisions of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. In addition, no amendment, waiver or consent unless in writing and signed by the Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent under this Agreement or any of the other Loan Documents. The Borrower and the Guarantors each agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by U.S. Bank in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors 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 Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or the Guarantors to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 sect.4.11.2 following the effective date of any 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 (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees facility fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account fee and (S)16 sect.13 may not be 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 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. 25.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Parent and the Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Parent or the applicable Borrower (as the case may be) and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (i) the amount of the respective Loans, the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.8 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)term of, and scheduled payments on, the Notes, the amount of the Revolver Commitments of the Revolver Banks, the Norwegian Limit, the amount of the Norwegian Term A Commitments of the Norwegian Term A Banks, the amount of the Dutch Term A Commitments of the Dutch Term A Banks, the amount of the Dutch Term B Commitments of the Dutch Term B Banks, and the rate of the Commitment Fee or Fee, Tender Guaranty Fees and the Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower Parent, the Borrowers and the written consent of each Bank affected thereby; (ii) the Revolving Credit Loan Maturity Date definitions of Majority Banks and the Term Loan Maturity Date this Section 26 may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced amended without the written consent of each Bank affected therebyof the Banks; this (S)27 and iii) the definition definitions of Majority Revolver Banks, Requisite Banks and Revolver Percentage may not be amended, amended without the written consent of all of the Revolver Banks; all or substantially , (iv) the definition of Norwegian Term A Percentage and Requisite Banks may not be amended without the written consent of all of the Collateral Norwegian Term A Banks, (except if v) the release or disposition definition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Dutch Term A Percentage may not be amended without the written consent of all of the Dutch Term A Banks, (vi) the definition of Dutch Term B Percentage may not be amended without the written consent of all of the Dutch Term B Banks; (vii) no Collateral may be released without the written consent of all of the BanksBanks if, after giving effect to such release, the Parent and the Borrowers would not be in compliance with Section 10.4 hereof; and (viii) the amount of the Agent's Fee Fee, any Tender Guaranty Fees or any Letter of Credit Fees payable for the Agent's account account, Section 3 and (S)16 Section 15 may not be 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 Parent, the Borrowers or any Guarantor shall entitle the Borrower Parent, the Borrowers or any Guarantor to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly set forth in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Company of any terms term of this Credit Agreement, the other Loan Documents or such other instrument 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, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease or any other provision of this Agreement or the Letter of Credit Documents to the contrary, decreases in the rate rates of interest on the Notes, forgiveness of any amounts due under the Notes, extensions in the stated maturity of the Notes (other than interest accruing pursuant to (S)6.11.2 following or the effective stated expiration date of any waiver by Letters of Credit or in the Majority Banks time for payment of any interest or fees payable hereunder, increases in the Default Commitment Amounts or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Commitment Percentages, and decreases in the amount of the Commitment Fee or Letter of Credit Fees other fees payable hereunder may not be reduced made without the written consent of the Borrower Company and each of the written consent Banks; neither the definition of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponedMajority Banks nor Section s 7.11, no date fixed for payment 7.12 or 19 of this Agreement may be postponed and the amount of any scheduled payment may not be reduced amended without the written consent of the Company and each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of any fee payable to the Agent's Fee or any Letter of Credit Fees payable for the Agent's account Agent in connection herewith and (S)16 Section 10 may not be 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 Company shall entitle the Borrower Company to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the definition of Maturity Date, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee facility fees hereunder or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; Banks holding one hundred percent (100%) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the outstanding principal amount of any scheduled payment may not be reduced without the written consent Notes (or, if no Notes are outstanding, Commitments representing one hundred percent (100%) of each Bank affected therebythe Total Commitment); neither this (S)27 and Section 25 nor the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 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 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. Neither the Administrative Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Banks, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be bE given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority BanksLenders, provided however, that the Administrative Agent may, in its reasonable discretion, release Collateral with an aggregate value of $500,000 or less in any calendar year (in addition to Collateral released pursuant to ss.8.4.2) provided that the Administrative Agent shall promptly thereafter notify the Lenders regarding the reasons for such release. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall do any of the following unless in writing and signed by the Borrowers and each of the Lenders affected thereby: (a) increase the Commitments of the Lenders or the principal amount of the Term Loan or subject any Lender to any additional obligations, (b) reduce the principal of or the rate of interest (including, without limitation, the default interest rate) or any fees or postpone the date for payment of fees payable hereunder, or (c) waive or postpone the date for any mandatory prepayment under ss.3.4; and FURTHER, no amendment, waiver or consent shall do any of the following unless in writing and signed by ALL of the Lenders: (d) postpone the Revolving Credit Maturity Date or Term Loan Maturity Date or any date fixed for any payment in respect of principal or interest (including, without limitation, the default interest rate) on the Notes Notes; (other than interest accruing e) change the definition of "Majority Lenders"; "Loan Percentage" or the percentage of Lenders which shall be required for the Lenders or any of them to take any action under the Loan Documents; (f) amend this ss.27; (g) release any Collateral with an aggregate value exceeding $500,000 (in addition to Collateral released pursuant to ss.8.4.2) in any calendar year or (S)6.11.2 h) release any Borrower from its obligations hereunder; and FURTHER, no amendment, waiver or consent shall do any of the following the effective date of any waiver unless in writing and signed by the Majority Banks of the Default or Event of Default relating thereto), Administrative Agent: (i) amend the amount of the Commitments of Administrative Agent's fee or Issuance Fees payable for the Banks Administrative Agent's account (other than increases which are contemplated by (S)20.1.2 hereof), j) amend ss.15; and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponedfurther, no date fixed for payment may be postponed and amendment, waiver or consent shall amend ss.2.8 or any other provisions relating to the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Swing Line Loans unless in writing anD signed by BKB or (S)27 and the definition of Majority Banks may not be amended, k) without the written consent of all Revolving Credit Lenders, change the definition of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of "Required Revolving Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentLenders". 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date Notes, forgiveness of any waiver by the Majority Banks principal of the Default Notes, an extension of the maturity of or Event extension of Default relating thereto)scheduled payments on the Notes, an increase in the Total Commitment, an increase in the principal amount of the Term Loan and a decrease in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced effected without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this Section 28 may not be amended, and substantially all of the Collateral may not be released, and no Guarantor may be released, without the written consent of all of the Banks; all the definition of Borrowing Base or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) any defined term used therein may not be released amended in any material way, nor may the advance rates used in the determination of the Borrowing Base be increased, without the written consent of all of the Supermajority Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 16 may not be amended without the written consent of the Agent; and Section 5 may not be amended without the written consent of the Issuing Bank affected thereby. No waiver shall shalL extend to or affect any obligation not expressly waived or impair any right consequent thereon. No 110 -102- 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable to the written consent of Lenders under the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest on the amount Loan; an extension of the Maturity Date; a change in the manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; the release of each Bank affected therebythe Borrower; this (S)27 and an amendment of the definition of Majority Banks may not be amended, without Lenders or of any requirement for consent by all of the written consent Lenders; 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 Facility Percentage; an amendment to this §25; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agentaction. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement 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 instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of -115- 125 Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Company and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the principal of or rate of interest on the Revolving Credit Notes or Bankers' Acceptances (other than interest accruing pursuant to (S)6.11.2 Section 6.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, the release of any of the Guarantors, the release of all or substantially all of the Collateral, the provisions of this Section 27, and the amount of commitment fee, the Commitment Acceptance Fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 16 may not be amended without the written consent of the Agent; the provisions of Section 2.10 shall be permitted to be amended with the consent of the Agent, the Fronting Bank and any Bank affected thereby, and, if affected thereby, the Borrower; and any provisions relating to the Fronting Bank may not be amended without the written consent of the Fronting Bank. 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 Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a (i) any decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 following in connection with the effective date waiver of Section 5.10.2), any waiver by the Majority Banks extension of scheduled maturity of the Default or Event of Default relating thereto)Revolving Credit Notes, any increase in the amount of the Commitments of the Banks (Lenders, any decrease in the amount of commitment fee, Letter of Credit Fees or any other than increases fee hereunder, any amendments or waivers which are contemplated by (S)20.1.2 hereof), and have the effect of directly increasing the Eligible Fixed Asset Cap or the cap on the amount of the Commitment Fee Borrowing Base that may be allocated to Eligible Inventory set forth in clause (b) of the definition of Borrowing Base and increases in the percentages set forth in the definition of Borrowing Base (including the Special Inventory Advance), and any amendments or Letter waivers which would reduce the amount of Credit Fees hereunder may not minimum liquidity required by Section 10.3 (in each case in this clause (i) except that any amendment or modification to the definitions in this Agreement relating to the calculation of the Borrowing Base and eligibility criteria, except as set forth above. shall be reduced without approved by the Majority Lenders and each of the Agents), any release of a substantial portion of the Collateral (other than as provided for in clauses (iv) and (v) below) and any amendment of this Section 26 requires the written consent of the Borrower and the written consent of each Bank Lender affected thereby; , (ii) the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date definition of "Majority Lenders" may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all Lenders, (iii) the definition of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) "Agents" may not be released amended without the written consent of all of the Banks; Agents, (iv) Collateral consisting of assets disposed of pursuant to Section 9.6 may be released in connection with such disposition, (v) Collateral consisting of the Canton Cast-Roll Facility and pledged stock or membership interests constituting Collateral may be released in connection with the permitted incurrence by the Borrower of the permitted disposition of the Canton Cast-Roll Facility (without implying any such required permission will be given by the Lenders), (vi) amendments and waivers of definitions of this Credit Agreement relating to eligibility criteria for assets included in the Borrowing Base require the consent of Majority Lenders and each of the Agents, (vii) the amount of the Administrative Agent's Fee fee or any Letter of Credit Fees other fees payable for the Administrative Agent's account and (S)16 Section 15 may not be amended without the written consent of the AgentAgent and (viii) the amount of any Letter of Credit Fees or other fees payable for the Issuing Bank's account and Section 4 may not be amended without the consent of the Issuing Bank. 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 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.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its the Borrowers or their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the definition of Applicable Margin, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount Reduction of the Total Commitment Fee set forth in Section 2.3.2, 121 -113- and commitment fee or Letter of Credit Fees hereunder hereunDER may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; without the Revolving Credit Loan Maturity Date consent of each Bank, Section 9.5.2 may not be amended to permit additional sales or dispositions of assets in excess of sales and dispositions of assets having a value in excess of $10,000,000 per annum and the Term Loan Agent shall not release the lien securing the Obligations except to the extent that the Borrowers are permitted to sell or otherwise dispose of such assets; the Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected therebyBank; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 16 may not be 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 any of the Borrower Borrowers shall entitle any of the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default or any condition or term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Agent or the requisite number of Banks, as provided in the immediately following sentence. Notwithstanding The Agent shall not, without the foregoingprior written consent of the Required Banks, a decrease agree to the modification, amendment, waiver or release of any of the terms of this Agreement, the Pledge Agreement, the Collateral Agency Agreement or the Obligations, or any other document relative thereto, to consent to any action or failure to act by the Borrower, and to exercise or refrain from exercising any powers or rights which the Lenders may have under or in respect of this Agreement, the Pledge Agreement, the Collateral Agency Agreement or the Obligations or any collateral therefor, including, without limitation, the right to enforce the obligations of the Borrower or any other party; provided that the Agent shall not, without the prior written consent of the all of the Banks, agree (i) to increase the Commitment Amounts; (ii) to reduce or forgive the principal of or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default Loan or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postpone any date fixed for any payment may of principal of or interest on any Loan; (iii) to reduce any fee payable under this Agreement or release any collateral granted or to be postponed and granted in respect of the amount Obligations; (iv) to any amendment, modification or waiver of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended"Required Banks", without Section 2.8(b), 2.11, 2.12, 2.15, 7 or this Section 18; or (v) to agree to permit the written consent of all Borrower to change in any material manner its operations or any material provision of the Banks; all Management Agreement or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the BanksPartnership Agreement; and the amount of provided, further that the Agent's Fee consent shall be required for any such modification, waiver, release or any Letter of Credit Fees payable for amendment that would affect the Agent's account rights and (S)16 may not be amended without the written consent liabilities of the Agent. The Agent shall be fully protected in refraining from acting in accordance with, and each Lender shall be bound by, the withholding of consent by the Banks or Required Banks, as applicable. (b) 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. Section 19.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any material term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrower and or the written consent of other Credit Parties, as the Majority Bankscase may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a decrease reduction in the rate of interest on the Loans or Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and b) an increase in the amount of the Commitment Fee of any of the Lenders (except as provided in §18.1); (c) a forgiveness, reduction or Letter waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount or date fixed for any payment of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loans; (f) an extension of the Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower, any other Credit Fees hereunder may not be reduced without Party, or any Collateral except as otherwise provided in §5.4, §5.6 or §5.7; (i) an amendment of the written definition of Required Lenders or of any requirement for consent by all of the Lenders; (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) any amendment, consent, or waiver that would result in a Change of Control of the Borrower and or the written consent of each Bank affected therebyGuarantor; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount (m) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action, or (n) waive any Event of Default resulting from, or otherwise modifying the Collateral (except if the release or disposition definition of, a Change of such Collateral is permitted or provided for in the Control. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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 Letters of Credit without the consent of the Issuing Lender. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or demand upon 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 or extended without the consent of such Defaulting 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. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by the Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11. Notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Agent and the Borrower shall entitle be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not materially adversely affect the Borrower interests of the Lenders and the Issuing Lender. Any such amendment shall become effective without any further action or consent of any of other party to other or further notice or demand in similar or other circumstancesthis Agreement.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks (including, without limitation, an increase in the sublimit of Revolving Credit Loans, Bankers' Acceptances and Letters of Credit available to the Foreign Borrowers) may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes and loan accounts (other than interest accruing pursuant to (S)6.11.2 ss.5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), any change in the amount regularly scheduled or otherwise required payment dates for any amounts owing under the Loan Documents to the Banks, any forgiveness of any of the Commitments Obligations, the waiver of an Event of Default under ss.13.1(a) or (b) hereof, the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount release of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; security interest or lien as to Collateral constituting all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of ss.9.5.2. hereof or elsewhere in the Loan Documents), the release of any Guarantor (S)10.5.2 hereof) except if the release or disposition of such Collateral is permitted or provided for in the provisions of ss.9.5.2 hereof or elsewhere in the Loan Documents), the amount of the Commitments, Term Loan A Commitments and Term Loan B Commitments of the Banks, and the amount of commitment fee or Letter of Credit Fees hereunder may not be released changed without the written consent of the Company and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date, the Term Loan A Maturity Date and the Term Loan B Maturity Date may not be postponed without the written consent of each Bank affected thereby; this ss.26 and the definition of Majority Banks may not be amended without the written consent of all of the Banks; the order of application of mandatory repayments to the Term Loans and the right of holders of Term Loan B to decline mandatory prepayments shall not be changed without the written consent of the holders of a majority of the outstanding Term Notes, voting as a single class in addition to the written consent of the Majority Banks, and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be 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 Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly -------- ---------- ------- --- provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Company of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower Company and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 S)2.5(b) following the effective date of any 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 (other than increases which are contemplated by (S)20.1.2 hereof)Banks, the scheduled amortization of the Loans, and the amount of the Commitment Fee Fees or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, changed without the written consent of all of the Banks; all or substantially except for the deactivation of Sterling Subsidiaries pursuant to (S)8.17 hereof and the sale of Subsidiaries not prohibited by the terms hereof, no Sterling Subsidiary shall be released from its obligations under the Guaranty without the written consent of all of the Collateral (except if Banks; the release or disposition definitions of such Collateral is permitted or provided for in Final Maturity and Majority Banks and the provisions of (S)10.5.2 hereof) this sentence may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or (S)(S)2.13 and 14 and any Letter of Credit Fees payable for to the Agent's account and (S)16 Agent hereof may not be 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 Company shall entitle the Borrower Company to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereofexcept as provided in Section 2.1); a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of any Borrower, any Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by a Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the release definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrowers agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by FNB in connection with the assignment of Commitments provided that no such amendment or modification materially affects or increases any of the obligations of the Borrowers 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Lenders. Any amendment, waiver or consent relating to §2.2(b) or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Majority BanksSwingline Lender. Notwithstanding Further, notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofexcept as provided in §2.2); a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without (including any date of any required prepayment) of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Lenders or the Agent; the release of Borrower, any Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amendedLenders, without the written provisions of Section 9.3, or of any requirement for consent by all of the Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by Borrower other than based on its Commitment Percentage; an amendment to this §27; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders or the Majority Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the action. The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended without the written consent of the Agent. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by the Agent in connection with the assignment of Commitments provided that no such amendment or modification materially affects or increases any of the obligations of 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 Bank 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. In the event any Lender fails to expressly grant or deny any consent, amendment or waiver sought under this Agreement within ten (10) Business Days of a written request therefor submitted by the Agent, such Lender shall be deemed to have granted to the Agent an irrevocable proxy with respect to such specific matter.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantors of any terms of this Credit Agreement, the other Loan Documents 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 written consent of the Borrower and Majority Banks; provided that any modification or waiver of any covenant contained in §9 (or of any defined term used therein) shall require the written consent approval of the Majority Required Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; except as otherwise provided in this Agreement, a change in the effective date of any waiver by the Majority Banks Maturity Date of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks except pursuant to §2.10 and §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents (other than increases which are contemplated by (S)20.1.2 hereofdefault interest), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest or fees on the Loans; a decrease of the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower, a Guarantor or the Collateral, except as otherwise permitted hereby or the other Loan Documents; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks, Required Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all an amendment of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the this §27. The amount of the Agent's Fee or any Letter ’s fee and the provisions of Credit Fees payable for the Agent's account and (S)16 §14 may not be 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 Bank, 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. The Borrower and the Guarantors each agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors 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 Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or Guarantors shall entitle the Borrower and Guarantors to other or further notice or demand in similar or other circumstances.