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 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) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan Commitment; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan; (iii) 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; (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 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 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 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 Lenders and other Persons (if any) 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.

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 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 the Revolving Loan Commitment or extend any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments of a Lender without the written consent of such Lender; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan 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; (iii3) 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; (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 hereunder (except if for mandatory prepayments and any rescission of prior acceleration) without the sale, disposition or release written consent 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 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 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 Lenders and other Persons (if any) 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.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 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 the Collateral Agent, with the consent all Lenders having Commitments of at least Ten Million Dollars (excluding Defaulting Lenders$10,000,000) and all US Facility Lenders to do any of the following: (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Letter of Credit; (iii3) 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; (iv4) amend the definitions definition of the term “"Requisite Lenders” ", the definition of "Pro Rata Share", or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) 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 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; (x6) consent to the assignment, delegation or other transfer by any Loan Party Borrower of any of its rights and obligations under any Loan DocumentDocument unless permitted hereunder; (xi7) amend change the percentage of the Commitments that is required to take any action hereunder; (8) release Collateral unless permitted or waive required hereunder; (9) contractually subordinate any of the Collateral Agent's Liens except as contemplated hereby; (10) release Borrowers from any obligation for the payment of money unless permitted hereunder; (11) change the definition of Borrowing Base or the definitions of Eligible Receivables, Eligible Divested Company Receivables, Maximum Revolving Loan Amount, or change subsection 8.92.1; or (xii12) increase amend, modify, or waive any of the “Commitments” under (provisions of subsection 2.2, subsection 2.3, subsection 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 as defined in) the US Facility Loan AgreementLenders 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 and other Persons (if any) 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 PartyLender.

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 all the Collateral Agent, with the consent the Requisite Lenders to do any of the following: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Letter of Credit; (iii3) 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; (iv4) amend the definitions definition of the term “"Requisite Lenders” ", the definition of "Pro Rata Share", or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) 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 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; (x6) consent to the assignment, delegation or other transfer by any Loan Party Borrower of any of its rights and obligations under any Loan Document; (xi7) amend change the percentage of the Commitments that is required to take any action hereunder; (8) release Collateral unless required hereunder; (9) contractually subordinate any of the Collateral Agent's Liens; (10) release Borrowers from any obligation for the payment of money; (11) change the definition of Borrowing Base or waive subsection 8.9the definitions of Eligible Receivables, Eligible Divested Company Receivables, Maximum Revolving Loan Amount, or change Section 2.1; or (xii12) increase amend, modify, or waive any of the “Commitments” under (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 as defined in) the US Facility Loan AgreementLenders 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 and other Persons (if any) 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 PartyLender.

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 all Lenders Lenders, to do any of the following: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Lender Letter of Credit; (iii3) 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 hereunderhereunder or under any other Loan Document; (iv4) amend the definitions definition of the term “"Requisite Lenders” " or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) 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; (vi6) increase by more than five percent each/in the aggregate 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); (viii7) 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 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) 8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any 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 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 Lenders and other Persons (if any) 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 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 DocumentsDocuments or in the Participation Agreement, no material 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 Agent or (ii) Agent, with the consent and on behalf of the Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan PartyBorrower; provided provided, however, no -------- ------- amendment, modification, termination, waiver or consent shall be effectiveeffective to do any of the following, unless in writing and signed by all Lenders, Fremont and Agent, or by Agent, with the consent on behalf of all Lenders and Fremont: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan Commitmentcommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Lender Letter of Credit; (iii3) extend the Termination Maturity Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunderhereunder (other than fees due under Section 2.4(e) and (f), for which only Agent's consent shall be required); (iv4) amend the definitions definition of the term “"Requisite Lenders” " or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) amend or waive this subsection Section 9.4 or the definitions of the terms used in this subsection Section 9.4 insofar as the definitions affect the substance of this subsection Section 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 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; (x6) consent to the assignment, delegation or other transfer by any Loan Party Borrower of any of its rights and obligations under any 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 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 Lenders and other Persons (if any) 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 andLender. Notwithstanding the foregoing, if signed by a Loan PartyBorrowers hereby acknowledge the contents of the Participation Agreement (an execution copy of which has been delivered to Borrowers) and acknowledge that, on such Loan Partypursuant to the provisions of the Participation Agreement, Fremont's consent shall be required in certain instances set forth therein. Borrowers acknowledge that they have no right to consent to the Participation Agreement or to any modification thereof.

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 (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i) increase the Revolving Loan Commitment or to do any Lender’s Pro Rata Share of the Revolving Loan Commitmentfollowing: (a) 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; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan; (iii) 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; (ivb) amend the definitions definition of the term “Requisite Lenders” or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (vc) 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; (vid) increase the percentages percentage 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); (viiie) 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 other Loan Document); (f) release any Guarantor from the Guaranty except as expressly provided in the Loan Documents; or (ix) amend the terms “Obligations” or the definitions of the terms used therein insofar as those definitions affect the substance of such term; (xg) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document; and (xi2) amend no amendment, modification, termination, waiver or waive subsection 8.9consent shall be effective, unless in writing and signed by each Lender that would be affected thereby, to do any of the following (a) increase any of the Commitments; (b) 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; or (xiic) increase extend the “Commitments” under (and as defined in) maturity date for any Loan, the US Facility Loan AgreementTermination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due 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 signed by Agent, in addition to the Lenders and other Persons (if any) 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.

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 Lenders, to do any of the following: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Lender Letter of Credit other than in accordance with the terms of this Agreement; (iii3) 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; (iv4) amend the definitions definition of the term “Requisite Lenders” or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) amend or waive this subsection Section 9.4 or the definitions of the terms used in this subsection Section 9.4 insofar as the definitions affect the substance of this subsection Section 9.4; (vi6) increase by more than five percent (5%) each of 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); (viii7) release Collateral in excess of Collateral having a value of $1,000,000 in any Fiscal Year (except if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 Section 5.2(E), Section 9.1(H)(1) or under any other Loan Document); (8) amend Section 5.3(F) or the definition of the term Undrawn Availability; 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 9)consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any 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 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 Lenders and other Persons (if any) 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.

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 Lenders, to do any of the following: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Lender Letter of Credit other than in accordance with the terms of this Agreement; (iii3) extend the Termination EXHIBIT 10.1 Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder; (iv4) amend the definitions definition of the term “"Requisite Lenders” " or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) amend or waive this subsection Section 9.4 or the definitions of the terms used in this subsection Section 9.4 insofar as the definitions affect the substance of this subsection Section 9.4; (vi6) increase by more than five percent (5%) each of 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); (viii7) release Collateral in excess of Collateral having a value of $750,000 in any Fiscal Year (except if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 Section 5.2(E), Section 9.1(H)(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) 8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any 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 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 Lenders and other Persons (if any) 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, any waiver or consent which permits any prepayment of the Loans required hereunder in an amount not greater than $100,000 to be applied to the Revolving Loan rather than Term Loan A, shall only require the consent of Agent.

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 other than Defaulting Lenders) and all US Canadian Facility Lenders (excluding other than “Defaulting Lenders”, ” as such term is defined in the US Canadian Facility Loan Credit Agreement): ), to do any of the following: (i) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Letter of Credit; (iii) 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; (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 Consolidating Borrowing Base (or in the definition of Beacon Canada Consolidating Borrowing Base under the US Canadian Facility Loan Credit Agreement) or amend the definitions of the terms “Canadian Consolidating Borrowing Base”, “Consolidated Borrowing Base” or and “Beacon Canada 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 definitions effect the substance of such terms; (vii) amend paragraph Paragraph A of the Financial Covenants Rider or the definitions of the terms used therein insofar as the definitions affect effect the substance of such paragraph (said Paragraph A); (viii) 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 other Loan Document); or (ix) amend the terms definition of the term “Obligations” or the definitions of the terms used therein insofar as those the definitions affect 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 Loan Document; (xi) amend or waive subsection 8.98.7; or (xii) increase the “Commitments” under (and as defined in) the US Canadian Facility Loan Credit Agreement; 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 signed by Agent, in addition to the Lenders and other Persons (if any) 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 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 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 all Lenders Lenders, to do any of the following: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan; (iii3) 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 hereunderhereunder or under any other Loan Document; (iv4) amend the definitions definition of the term “"Requisite Lenders” " or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) 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); (viii6) 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 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) 8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any 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 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 Lenders and other Persons (if any) 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.

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 howeverPROVIDED HOWEVER, no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders (excluding other than Defaulting Lenders) and all US Canadian Facility Lenders (excluding “other than "Defaulting Lenders”, " as such term is defined in the US Canadian Facility Loan Credit Agreement): ), to do any of the following: (i) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Letter of Credit; (iii) 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; (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 SUBSECTION 9.4 or the definitions of the terms used in this subsection SUBSECTION 9.4 insofar as the definitions affect the substance of this subsection SUBSECTION 9.4; (vi) increase the percentages contained in the definition of Canadian Consolidating Borrowing Base (or in the definition of Beacon Canada Consolidating Borrowing Base under the US Canadian Facility Loan Credit Agreement) or amend the definitions of the terms “Canadian "Consolidating Borrowing Base”", “"Consolidated Borrowing Base” or “" and "Beacon Canada 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 definitions effect the substance of such terms; (vii) amend paragraph PARAGRAPH A of the Financial Covenants Rider or the definitions of the terms used therein insofar as the definitions affect effect the substance of such paragraph (said PARAGRAPH A); (viii) release Collateral (except if the sale, disposition or release of such Collateral is permitted under subsection SUBSECTION 7.3 or subsection SUBSECTION 9.1 or under any other Loan Document); or (ix) amend the terms “definition of the term "Obligations” " or the definitions of the terms used therein insofar as those the definitions affect 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 Loan Document; (xi) amend or waive subsection 8.9; or (xii) increase the “Commitments” under (and as defined in) the US Facility Loan Agreement; providedPROVIDED, furtherFURTHER, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agent under this Section SECTION 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the Lenders and other Persons (if any) required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section SECTION 9 shall be binding upon each Lender 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 to do any of the US Facility Loan Agreement): following: (i) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Letter of Credit; (iii) 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; (iv) amend the definitions 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) 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 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; (xvii) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any 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 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 Lenders and other Persons (if any) 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 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 all Lenders and the Agents, or by the Agents, with the consent on behalf of all Lenders, to do any of the following: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any LoanLoan or Lender Letter of Credit; (iii3) 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; (iv4) amend the definitions definition of the term “"Requisite Lenders” " or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) 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 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; (x6) consent to the assignment, delegation or other transfer by any Loan Party Borrower of any of its rights and obligations under any 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 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 Lenders and other Persons (if any) 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 PartyLender.

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 however, no amendment, modification, termination, waiver or consent shall will be effective, unless in writing and signed by all Lenders Lenders, to do any of the following: (excluding Defaulting Lenders) and all US Facility Lenders (excluding “Defaulting Lenders”, as such term is defined in the US Facility Loan Agreement): (i1) increase the Revolving Loan Commitment or any Lender’s Pro Rata Share of the Revolving Loan CommitmentCommitments or increase the Commitment Cap in excess of $125 million; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan; (iii3) 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; (iv4) amend the definitions definition of the term “Requisite Lenders” or the percentage of Lenders which shall be is required for Lenders to take any action hereunder; (v5) amend 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; (vi6) increase the percentages contained percentage of Eligible Accounts in the definition of Canadian Borrowing Base (or in amend, waive or modify any component of the definition of Consolidating Borrowing Base under to increase 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); (viii7) 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 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) 8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document; or (xi9) amend amend, modify or waive this subsection 8.9; or (xii) increase the “Commitments” under (and as defined in) the US Facility Loan Agreement9.4; 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 will in any event be effective, unless in writing and signed by Agent, in addition to the Lenders and other Persons (if any) 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 this Section 9 shall will be binding upon each Lender 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 howeverPROVIDED 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) increase the Revolving Loan Commitment or any Lender’s 's Pro Rata Share of the Revolving Loan Commitment; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan; (iii) 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; (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 SUBSECTION 9.4 or the definitions of the terms used in this subsection SUBSECTION 9.4 insofar as the definitions affect the substance of this subsection 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 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 PARAGRAPH (A); (viii) release SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Collateral (except if the sale, disposition or release of such Collateral is permitted under subsection SUBSECTION 7.3 or subsection 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 Loan Document; (xi) amend or waive subsection 8.9; or (xii) increase the “Commitments” under (and as defined in) the US Facility Loan Agreement; providedPROVIDED, furtherFURTHER, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agent under this Section 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) required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section SECTION 9 shall be binding upon each Lender or future Lender and, if signed by a Loan Party, on such Loan Party.