Common use of Percentage of Lenders Required Clause in Contracts

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating Lenders, and (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective to: (1) increase or extend any of the Commitments of a Lender without the written consent of such Lender; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected thereby; (3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder (except for mandatory prepayments and any rescission of prior acceleration) without the written consent of each Lender directly and adversely affected thereby;

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders (other than Defaulting Lenders) and all Canadian Facility Lenders (other than “Defaulting Lenders” as defined in the Canadian Facility Credit Agreement), to do any of the following: (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating Lenders, and (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective to: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyCredit; (3iii) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (iv) amend the definitions of the term “Requisite Lenders” or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (vi) increase the percentages contained in the definition of Consolidating Borrowing Base (or in the definition of Beacon Canada Consolidating Borrowing Base under the Canadian Facility Credit Agreement) or amend the definitions of the terms “Consolidating Borrowing Base”, “Consolidated Borrowing Base” and “Beacon Canada Consolidating Borrowing Base” or the definitions of the terms used therein insofar as the definitions effect the substance of such terms; (vii) amend Paragraph A of the Financial Covenants Rider or the definitions of the terms used therein insofar as the definitions effect the substance of said Paragraph A; (viii) release Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any other Loan Document); (ix) amend the definition of the term “Obligations” or the definitions of the terms used therein insofar as the definitions effect the substance of such term; (x) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; (xi) amend or waive subsection 8.7; or (xii) increase the “Commitments” under (and as defined in) the Canadian Facility Credit Agreement; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior acceleration) without Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the written Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender or future Lender and, if signed by a Loan Party, on such Loan Party. Notwithstanding the foregoing, the amendments contemplated by subsection 2.16 and the effects thereof shall not require the consent of each Lender directly and adversely affected thereby;any Lender, except as provided in subsection 2.16.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall will in any event be effective unless the same shall be is in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating Lenders, and (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, furtherhowever, no amendment, modification, termination, waiver or consent shall will be effective toeffective, unless in writing and signed by all Lenders, to do any of the following: (1) increase or extend any of the Commitments or increase the Commitment Cap in excess of a Lender without the written consent of such Lender$125 million; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyLoan; (3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (4) amend the definition of the term “Requisite Lenders” or the percentage of Lenders which is required for Lenders to take any action hereunder; (5) amend, modify or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (6) increase the percentage of Eligible Accounts in the definition of Borrowing Base or amend, waive or modify any component of the definition of Borrowing Base to increase the Borrowing Base; (7) release Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any other Loan Document); (8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; or (9) amend, modify or waive this subsection 9.4; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior acceleration) without Agent under this Section 9 or under any Loan Document will in any event be effective, unless in writing and signed by Agent, in addition to the written Lenders required to take such action, and provided, further, that no amendment, modification, termination, waiver or consent of any provision relating to the Swingline Loan will be effective unless in writing and signed by Swingline Lender. Any amendment, modification, termination, waiver or consent effected in accordance with Section 9 will be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by (i) the Requisite Lenders and the Collateral Agent or (ii) the Collateral Agent, with the written consent and on behalf of the Requisite Lenders (or, Collateral Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan PartyBorrower; provided however, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance Collateral Agent, with the terms hereof, consent all Lenders having Commitments of at least Ten Million Dollars ($10,000,000) to do any of the Agent, Loan Parties and the Participating Lenders, and (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective tofollowing: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyCredit; (3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (except 4) amend the definition of the term "Requisite Lenders", the definition of "Pro Rata Share", or the percentage of Lenders which shall be required for mandatory prepayments Lenders to take any action hereunder; (5) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (6) consent to the assignment, delegation or other transfer by any Borrower of any of its rights and obligations under any rescission Loan Document unless permitted hereunder; (7) change the percentage of prior acceleration) without the written The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Collateral Agent and the Lenders among themselves, and that does not affect the rights or obligations of Borrowers, shall not require consent by or the agreement of Borrowers; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Collateral Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Collateral Agent, in addition to the Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders, to do any of the following: (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating Lenders, and (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective to: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyCredit; (3iii) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (iv) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (vi) release Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any other Loan Document); or (vii) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior acceleration) without Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the written Lenders required to take such action, and provided, further, that no amendment, modification, termination, waiver or consent of any provision relating to the Swingline Loan shall be effective unless in writing and signed by Swingline Lender. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided PROVIDED HOWEVER, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders (excluding Defaulting Lenders) and all US Facility Lenders (excluding "Defaulting Lenders", as such term is defined in the US Facility Loan Agreement): (i) in increase the case Revolving Loan Commitment or any Lender's Pro Rata Share of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Revolving Loan Parties and the Participating Lenders, and Commitment; (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective to: (1) increase or extend any of the Commitments of a Lender without the written consent of such Lender; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyLoan; (3iii) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (iv) amend the definitions of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v) amend or waive this SUBSECTION 9.4 or the definitions of the terms used in this SUBSECTION 9.4 insofar as the definitions affect the substance of this SUBSECTION 9.4; (vi) increase the percentages contained in the definition of Canadian Borrowing Base (or in the definition of Consolidating Borrowing Base under the US Facility Loan Agreement) or amend the definitions of the terms "Canadian Borrowing Base", "Consolidated Borrowing Base" or "Consolidating Borrowing Base" (as defined under the US Facility Loan Agreement) or the definitions of the terms used therein insofar as those terms affect the substance of such terms; (vii) amend PARAGRAPH A of the Financial Covenants Rider or the definitions of the terms used therein insofar as the definitions affect the substance of such PARAGRAPH (A); (viii) release SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under SUBSECTION 7.3 or SUBSECTION 9.1 or under any other Loan Document); or (ix) amend the terms "Obligations" or the definitions of the terms used therein insofar as those definitions affect the substance of such term; or (x) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; PROVIDED, FURTHER, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior accelerationAgent under this SECTION 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to Lenders and other Persons (if any) without the written required to take such action. Any amendment, modification, termination, waiver or consent of effected in accordance with this SECTION 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, (1) no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders, to do any of the following: (ia) waiver of the conditions set forth in subsection 3.1, the satisfaction of which is required in connection with the making of any Loans on the Closing Date; (b) amend the definition of the term “Requisite Lenders” or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (c) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (d) increase the percentage contained in the case definition of Borrowing Base; (e) release Collateral (except if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any amendment necessary to implement other Loan Document); (f) release any Guarantor from the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating Lenders, and (ii) Guaranty except as expressly provided in the case of any amendmentLoan Documents; or (g) consent to the assignment, consent delegation or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of other transfer by any Loan Party or other pledgors as parties to this Agreement or the other of any of its rights and obligations under any Loan Documents, the Agent Document; and the applicable Loan Party; provided, further, (2) no amendment, modification, termination, waiver or consent shall be effective to: (1) increase or extend effective, unless in writing and signed by each Lender that would be affected thereby, to do any of the Commitments following (a) increase any of a Lender without the written consent of such LenderCommitments; (2b) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit Credit; or (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected thereby; (3c) extend the maturity date for any Loan, the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder (except for mandatory prepayments hereunder; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and any rescission of prior acceleration) without signed by Agent, in addition to the written Lenders required to take such action. Any amendment, modification, termination, waiver or consent of effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided PROVIDED HOWEVER, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders (other than Defaulting Lenders) and all Canadian Facility Lenders (other than "Defaulting Lenders" as defined in the Canadian Facility Credit Agreement), to do any of the following: (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating Lenders, and (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective to: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyCredit; (3iii) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (iv) amend the definitions of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v) amend or waive this SUBSECTION 9.4 or the definitions of the terms used in this SUBSECTION 9.4 insofar as the definitions affect the substance of this SUBSECTION 9.4; (vi) increase the percentages contained in the definition of Consolidating Borrowing Base (or in the definition of Beacon Canada Consolidating Borrowing Base under the Canadian Facility Credit Agreement) or amend the definitions of the terms "Consolidating Borrowing Base", "Consolidated Borrowing Base" and "Beacon Canada Consolidating Borrowing Base" or the definitions of the terms used therein insofar as the definitions effect the substance of such terms; (vii) amend PARAGRAPH A of the Financial Covenants Rider or the definitions of the terms used therein insofar as the definitions effect the substance of said PARAGRAPH A; (viii) release Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under SUBSECTION 7.3 or SUBSECTION 9.1 or under any other Loan Document); (ix) amend the definition of the term "Obligations" or the definitions of the terms used therein insofar as the definitions effect the substance of such term; or (x) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; PROVIDED, FURTHER, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior acceleration) without Agent under this SECTION 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the written Lenders required to take such action. Any amendment, modification, termination, waiver or consent of effected in accordance with this SECTION 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by (i) the Requisite Lenders and the Agents or (ii) the Agents, with the consent and on behalf of the Requisite Lenders (or, AgentAgents, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan PartyBorrower; provided however, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by (i) in all Lenders and the case of any amendment necessary to implement Agents, or by the terms of a Facilities Increase in accordance Agents, with the terms hereof, the Agent, Loan Parties and the Participating consent on behalf of all Lenders, and (ii) in to do any of the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective tofollowing: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyCredit; (3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (except 4) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for mandatory prepayments Lenders to take any action hereunder; (5) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; or (6) consent to the assignment, delegation or other transfer by any Borrower of any of its rights and obligations under any rescission Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior acceleration) without any Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by such Agent, in addition to the written Lenders required to take such action. Any amendment, modification, termination, waiver or consent of effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, that no amendment, modification, termination, waiver or consent with respect to the Intercreditor Agreement shall be effective unless in writing and signed by the Agent, with the consent of the Requisite Lenders, and no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating all Lenders, and (ii) in to do any of the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective tofollowing: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyLoan; (3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder or under any other Loan Document; (4) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (5) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (6) release Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any other Loan Document); or (8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior acceleration) without Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the written Lenders required to take such action. Any amendment, modification, termination, waiver or consent of effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by (i) the Requisite Lenders and the Collateral Agent or (ii) the Collateral Agent, with the written consent and on behalf of the Requisite Lenders (or, Collateral Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan PartyBorrower; provided however, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance Collateral Agent, with the terms hereof, consent the Agent, Loan Parties and Requisite Lenders to do any of the Participating Lenders, and (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective tofollowing: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyCredit; (3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (except 4) amend the definition of the term "Requisite Lenders", the definition of "Pro Rata Share", or the percentage of Lenders which shall be required for mandatory prepayments Lenders to take any action hereunder; (5) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (6) consent to the assignment, delegation or other transfer by any Borrower of any of its rights and obligations under any rescission Loan Document; (7) change the percentage of prior accelerationthe Commitments that is required to take any action hereunder; (8) release Collateral unless required hereunder; (9) without contractually subordinate any of the written Collateral Agent's Liens; (10) release Borrowers from any obligation for the payment of money; (11) change the definition of Borrowing Base or the definitions of Eligible Receivables, Eligible Divested Company Receivables, Maximum Revolving Loan Amount, or change Section 2.1; or (12) amend, modify, or waive any of the provisions of Section 2.2, Section 2.3, Section 2.4, or Section 9. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Collateral Agent and the Lenders among themselves, and that does not affect the rights or obligations of Borrowers, shall not require consent by or the agreement of Borrowers; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Collateral Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Collateral Agent, in addition to the Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any 77 other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, that no amendment, modification, termination, waiver or consent with respect to the Second Lien Term Loan Subordination Agreement shall be effective unless in writing and signed by the Agent, with the consent of the Requisite Lenders, and no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by (i) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Loan Parties and the Participating all Lenders, and (ii) in to do any of the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective tofollowing: (1) increase or extend any of the Commitments of a Lender without the written consent of such LenderCommitments; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyCredit; (3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder or under any other Loan Document; (4) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (5) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (6) increase by more than five percent each/in the aggregate the percentages contained in the definition of Borrowing Base; (7) release Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any other Loan Document); or (8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior acceleration) without Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the written Lenders required to take such action, and provided, further, that no amendment, modification, termination, waiver or consent of any provision relating to the Swingline Loan shall be effective unless in writing and signed by Swingline Lender. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i) in increase the case Revolving Loan Commitment or any Lender’s Pro Rata Share of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, the Agent, Revolving Loan Parties and the Participating Lenders, and Commitment; (ii) in the case of any amendment, consent or waiver granting a new Lien for the benefit of Agent and Lenders or extending any existing Lien over additional property or adding additional Subsidiaries of any Loan Party or other pledgors as parties to this Agreement or the other Loan Documents, the Agent and the applicable Loan Party; provided, further, no amendment, modification, termination, waiver or consent shall be effective to: (1) increase or extend any of the Commitments of a Lender without the written consent of such Lender; (2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit (excluding any waiver of default interest or any amendments to financial covenants set forth in Section 6 hereof and the Financial Covenants Rider and the terms related thereto) without the written consent of each Lender directly and adversely affected therebyLoan; (3iii) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder hereunder; (iv) amend the definitions of the term “Requisite Lenders” or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (vi) increase the percentages contained in the definition of Canadian Borrowing Base (or in the definition of Consolidating Borrowing Base under the US Facility Loan Agreement) or amend the definitions of the terms “Canadian Borrowing Base”, “Consolidated Borrowing Base” or “Consolidating Borrowing Base” (as defined under the US Facility Loan Agreement) or the definitions of the terms used therein insofar as those terms affect the substance of such terms; (vii) amend paragraph A of the Financial Covenants Rider or the definitions of the terms used therein insofar as the definitions affect the substance of such paragraph (A); (viii) release Collateral (except for mandatory prepayments if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any other Loan Document); or (ix) amend the terms “Obligations” or the definitions of the terms used therein insofar as those definitions affect the substance of such term; (x) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any rescission Loan Document; (xi) amend or waive subsection 8.9; or (xii) increase the “Commitments” under (and as defined in) the US Facility Loan Agreement; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of prior accelerationAgent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to Lenders and other Persons (if any) without the written required to take such action. Any amendment, modification, termination, waiver or consent of effected in accordance with this Section 9 shall be binding upon each Lender directly and adversely affected thereby;or future Lender and, if signed by a Loan Party, on such Loan Party.