Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all each of the LendersLenders affected thereby, do any of the following: (a) waive any increase the Commitments of the conditions specified in Section 3.01such Lender, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or date of termination of such Lender’s Commitment, (d) release the Commitment Termination DateCompany from any of its obligations under Article VII, (e) require the duration of an Interest Period to be more than six months if such period is not available to all Lenders, (f) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder; or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that (w) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Note, (x) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Line Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement and (z) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Banks under this Agreement; and provided further, that nothing contained in this Section 9.01 will require any Borrower or the Administrative Agent to seek the consent of any Lender in order to make any technical amendments to cure ambiguities or defects or make related modifications to any provision of a Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No Subject to Section 2.19, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all Lenders (other than any Lender that is the LendersBorrower or an Affiliate thereof), do any of the following: (a) waive or amend any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders (other than pursuant to Section 2.17 or 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthe definition of Majority Lenders, (f) amend Section 2.11 or this Section 9.01, 8.01 or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person waive or amend Section 6.04(a), any provision regarding pro rata sharing or (j) release any Collateral securing otherwise relates to the Obligations, except for releases distribution of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)payments among Lenders; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement Agreement; (ii) no amendment, waiver or any other Loan Document. No Lender consent shall, unless in writing and signed by each LC Issuer, in addition to the Lenders required above to take such action, affect the rights or any Affiliate duties of a Lender such LC Issuer under this Agreement; and (iii) no amendment, waiver or consent shall have any voting rights under any Loan Document as a result amend, modify or waive Section 2.19 without the prior written consent of the existence of obligations owed to it under Hedge ContractsAdministrative Agent and each LC Issuer.

Amendments, Etc. No Subject to Section 8.16(a)(i), no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the LendersLenders (other than, in the case of the following clauses (i) through (iv), any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01therein, (bii) increase the Borrowing Base aggregate amount of the Commitments (except pursuant to Section 2.07), (iii) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or percentage of the Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (civ) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; or (b) unless in writing and signed by each Lender that is directly affected thereby, do any of the following: (1) increase the amount or extend the termination date of such Lender’s Commitment, or subject such Lender to any additional obligations, (2) reduce the principal of, or interest on, or rate of interest applicable to, the Notes outstanding Advances of such Lender or any fees or other amounts payable hereunder to such Lender hereunder, or under any other Loan Document, (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes outstanding Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender hereunder; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any LC Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such LC Issuing LenderBank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal outstanding amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed amounts owing to it or accrued for its account under Hedge Contractsthis Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article V, (b) increase the Borrowing Base Commitment of any Lender hereunder or increase the Commitments of the LendersLenders that may be maintained hereunder or increase any Borrower Sublimit or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances, any Applicable Margin or any fees or other amounts payable hereunder or under any (other Loan Documentthan fees payable to the Administrative Agent pursuant to Section 2.02(b) hereof), (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend under the Maturity Date or Loan Documents (other than fees payable to the Commitment Termination DateAdministrative Agent pursuant to Section 2.02(b) hereof), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other the Loan DocumentDocuments, (f) amend Section 2.11 any Loan Document in a manner intended to prefer one or this Section 9.01more Lenders over any other Lenders, or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)10.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocument.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by or on behalf of the Majority Lenders Borrower and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by or on behalf of the Borrower and all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the place or the currency of the payments to be made on the Advances, (f) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by or on behalf of the Administrative Agent or the Issuing Lender Lead Arranger in addition to the Lenders Persons required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Lead Arranger under this Agreement or any other Loan DocumentNote. No Each Designating Lender may act on behalf of its Designated Lender with respect to any rights of its Designated Lender to grant or withhold any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of amendment, waiver or consent hereunder or with respect to the existence of obligations owed to it under Hedge ContractsNotes.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (except for waivers or consents by any Lender) each of the BorrowerLoan Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or change the definition of “Required Lenders”, (iii) reduce or limit the obligations of the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor’s liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (iv) amend this Section 9.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby, do any of the following: (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (diii) other than as provided in Section 2.21, extend the Commitments of the Lenders or postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (giv) amend the definition of “Majority Lenders,Committed Currencies” to add any additional currency, and provided further that (hx) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower and the BorrowerMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive increase the Commitments of any of the conditions specified in Section 3.01Banks or subject any of the Banks to any additional obligations, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend hereunder, (d) take action which requires the Maturity Date or signing of all the Commitment Termination DateBanks pursuant to the terms of this Agreement, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement or under any other Loan Credit Document, (f) amend Section 2.11 release the Guarantor or this Section 9.01, otherwise change any obligation of the Guarantor to pay any amount payable by the Guarantor hereunder or (g) amend this Section 10.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the definition Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of “Majority Lenders,” (h) release any Guarantor from its obligations the Administrative Agent under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Credit Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Guarantor in addition to the Lenders any other party required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights Guarantor under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsCredit Document.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBorrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders and the Borrowers, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (dc) postpone any date fixed for any scheduled payment or prepayment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ed) change the percentage number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Credit Document, (fe) amend Section 2.11 2.12 or this Section 9.0110.01, (g) amend the definition of “Majority Lenders,” (hf) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyits Guaranty, (ig) permit the Borrower release all or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)substantial portion of the Collateral, or (jh) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)"Majority Lenders"; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank, as applicable, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may beapplicable, under this Agreement or any other Loan Document. No Lender or Credit Document and (iii) no waiver of any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconditions specified in Article III shall be effective against any Lender not executing such waiver.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the such Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender (except that the approval of the Required Lenders shall be sufficient to waive Default Interest imposed in accordance with Section 2.07(b)) or under any (iii) other Loan Documentthan as provided in Section 2.19, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender, or extend (or permit the Maturity Date or extension of) the Commitment expiration date of any Letter of Credit to a date later than 10 Business Days prior to the Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note, (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or obligations of the existence Swing Line Banks in their capacities as such under this Agreement, and (z) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of obligations owed to it the Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.01(b) of this Agreement without the written consent of each Bank; (bii) increase the Borrowing Base Commitment of any Bank or subject any Bank to any additional obligations without the Commitments written consent of the Lenders, such Bank; (ciii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder hereunder, without the written consent of each Bank to whom such amount is payable; provided, however, that only the consent of the Required Banks shall be necessary to amend the default rate of interest payable pursuant to Section 2.07(a), Section 2.07(b) or under Section 2.07(c) hereof or to waive any other Loan Documentobligation of the Borrower to pay interest or Letter of Credit Fees at the default rate specified in Section 2.04 or Section 2.07(c), as applicable; (div) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend without the Maturity Date or the Commitment Termination Date, written consent of each Bank to whom such amount is payable; (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (gv) amend the definition of “Majority Lenders,Required Banks” without the written consent of each Bank; (hvi) amend Section 2.15 in a manner that would alter the pro rata sharing of the payments required thereby or this Section 8.01 of this Agreement without the written consent of each Bank; or (vii) except as provided in Section 8.01(b) and to the extent the release of any Subsidiary Guarantor from its obligations under any Guaranty other than as a result of a transaction the Guarantee is permitted hereby, pursuant to Section 7.09 (i) permit in which in each such case such release may be made by the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(aAdministrative Agent acting alone), release all or (j) release any Collateral securing substantially all of the Obligations, except for releases value of Collateral sold as permitted by this Agreement and except for releases the Guarantee without the written consent of Collateral as permitted under Section 8.08(b)each Bank; and provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any of the Notes and (y) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Banks required above to take such action, affect the rights or obligations of the Issuing Banks under this Agreement. (b) Notwithstanding the foregoing, any guarantee of a Subsidiary Guarantor under the Guarantee shall be terminated from time to time as necessary to effect the sale, merger or consolidation of any Subsidiary Guarantor permitted by this Agreement and the Administrative Agent shall execute and deliver all release and termination documents reasonably requested in connection therewith. (c) Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Lender, to the fullest extent permitted by applicable law, the Commitment and the outstanding Revolving Credit Advances or other Loan Document. No extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Banks or all of the Banks, as required, have approved any amendment or waiver hereunder (and the definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any Affiliate fee payable to such Defaulting Lender hereunder, alter the payment application provisions of Section 2.21(b) in a manner adverse to such Defaulting Lender shall have any voting rights under any Loan Document as a result or alter the terms of this proviso, will require the existence consent of obligations owed to it under Hedge Contractssuch Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified in Section 3.01Banks, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder hereunder, (d) amend Section 2.16 or extend the Maturity Date or the Commitment Termination Datethis Section 9.1, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty the Guaranty, other than as a result the release of a transaction permitted herebyany Guarantor's obligations under the Guaranty in accordance with Section 6.8, (if) permit release any Lien in favor of the Agent for the benefit of the Banks on Property of the Borrower or any Subsidiary to enter into any merger Guarantors, except as contemplated by the Security Agreements or consolidation with or into any other Person or amend as provided in Section 6.04(a2.17(e) and (f), or (jg) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)"Majority Banks"; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, any Co-Documentation Agent or the any Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent, such Co-Documentation Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender , and (ii) no waiver or consent to departure from any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconditions specified in Section 3.1 or 3.2 shall be effective unless in writing and signed by the Majority Banks and the Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which Borrower is a party, nor any consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Majority Required Lenders and the Borrower, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all of the LendersLenders and Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documentto the Lenders, (dbut not the Administrative Agent) hereunder; (c) alter the allocation among Lenders of, or postpone any date fixed for any payment or prepayment (whether or not mandatory) of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend to the Maturity Date Administrative Agent or the Commitment Termination Date, Lenders hereunder; (ed) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (e) change any provision contained in this Section 13.9; or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any material Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing material portion of the ObligationsCollateral, except for releases of Collateral sold as permitted by in accordance with the relevant Loan Document. Notwithstanding anything to the contrary contained in this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedSection, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to Article XII without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17), (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, any of the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release any Collateral securing extend the Obligations, Termination Date in respect of either Facility (except for releases of Collateral sold as permitted provided by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.16); provided further that (A) no amendment, waiver or consent shall, unless in writing and providedsigned by the Swing Line Bank or each Issuing Bank, furtheras the case may be, that in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or the other Loan Documents. (b) In the event that any Lender (a “Non-Consenting Lender”) shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) (a “Replacement Lender”), provided that (i) as of such Consent Request Date, no Default or Event of Default shall have occurred and be continuing, and (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent. The Replacement Lender shall purchase such interests of the Non-Consenting Lender and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section. If such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other Loan Document. No documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (i) the date on which the Replacement Lender or any Affiliate of a executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this Section 9.01(b), then such Non-Consenting Lender shall be deemed to have any voting rights under any Loan Document executed and delivered such Assignment and Acceptance and/or such other documentation as a result of such date and the existence Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of obligations owed to it under Hedge Contractssuch assigning Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02 without the written consent of each Lender, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations without the written consent of each affected Lender, (c) reduce the principal of, or interest on, the Notes Advances or any the fees or other amounts payable hereunder or under any other Loan Documentwithout the written consent of each affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20 or 2.22) or any fees or other amounts payable hereunder or extend fee without the Maturity Date or the Commitment Termination Datewritten consent of each affected Lender, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder without the written consent of each Lender or under any other Loan Document, (f) amend Section 2.11 or this Section 9.018.01 or Section 2.21(a)(ii) without the written consent of each Lender (it being understood that, (g) amend the definition for purposes of this proviso, “Majority Lenders,Lender” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit shall not include the Borrower or any Subsidiary to enter into of its Affiliates, if a Lender, at the time of any merger such amendment, waiver or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bconsent); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Designated Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (except for waivers or consents by any Lender) each of the BorrowerLoan Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01the definition of "Committed Currencies" to add any additional currency, (g) amend reduce or limit the definition obligations of “Majority Lenders,” the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor's liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Agilent Agreement, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: following at any time: (ai) waive any of the conditions specified in Section 3.01, , (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the number of Lenders or the percentage of Lenders which (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder hereunder, (iii) release the Guarantor (or otherwise limit the Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranty) if such release or limitation is in respect of a material portion of the value of the Guaranty to the Lenders, (iv) release any other Loan Documentmaterial portion of the Collateral in any transaction or series of related transactions, or (fv) amend Section 2.11 or this Section 9.01, and (gb) amend no amendment, waiver or consent shall, unless in writing and signed by the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyRequired Lenders and each Lender specified below for such amendment, waiver or consent: (i) permit increase the Borrower Commitment of a Lender without the consent of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Advances owed to a Lender or any Subsidiary fees or other amounts stated to enter into be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; or (iii) postpone any merger or consolidation with or into date scheduled for any other Person or amend Section 6.04(a)payment of principal of, or (j) release interest on, the Advances pursuant to Section 2.03 or 2.06 or any Collateral securing date fixed for any payment of fees hereunder in each case payable to a Lender without the Obligations, except for releases consent of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend hereunder; (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend Section 2.11 or this Section 9.01, (giv) amend Section 7.01(g) or waive any provision of Section 7.01(g) or any change of control resulting therefrom, (v) modify the definition of “Majority Lenders,” Permitted Overadvance if the amount of the Overadvance permitted thereunder would be increased or (hvi) other than in accordance with Section 6.01(d), release any Guarantor the Borrower from all of its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base”; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any reserves, (d) unless in writing and signed by the Issuing Lender Agent and the Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Co-Collateral Agents under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of a Lender shall have Section 2.03 or 2.04; or (f) unless in writing and signed by the L/C Issuing Bank (in addition to the Lenders required above to take such action), amend, modify or waive any voting rights under any Loan Document as a result provision of the existence of obligations owed to it under Hedge ContractsArticle III.”

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document Credit Documents (other than the Fee LetterRate Protection Agreements), nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by the Borrower and all the Lenders, Lenders do any of the following: (ai) waive any of the conditions specified in Section 3.014.01, (bii) increase the Borrowing Base Commitments or other contractual obligations to the Commitments of the LendersBorrower under this Agreement, (ciii) reduce the principal amount of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of the principal amount of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) agree to release any Guarantor Credit Party from its obligations under any the Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower Agreement or any Subsidiary to enter into any merger of the Security Documents or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligationswith respect to a Credit Party, except for releases (x) in connection with an Asset Sale permitted pursuant to Section 7.04(a), (b), (c), (d) or (e) above where no consent of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders shall be required above for such release, (y) in connection with the incurrence of Indebtedness permitted pursuant to take such actionSections 7.01(h) and 7.02(f), affect where the rights or duties consent of the Administrative Agent Super-Majority Lenders shall be required, (vii) modify the definition of "Required Lenders" or the Issuing Lender, as the case may be, under "Super-Majority Lenders" or (viii) modify this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsSection 10.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the Commitments percentage of the aggregate unpaid principal amount of the Loans, (iii) reduce or limit the obligations of any Guarantor or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Lenders, (civ) release any material portion of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any material portion of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Lenders under the Loan Documents, (v) amend this Section 8.01, (vi) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvii) postpone any date fixed scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.06 or any date fixed for payment of fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release limit the liability of any Collateral securing Loan Party under any of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Loan Documents; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower Kraft Foods Global or any Subsidiary Kraft Foods therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the BorrowerKraft Foods Global, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders (including Defaulting Lenders) affected thereby and Kraft Foods Global, do any of the following: (a) waive any of the conditions specified in Sections 3.01 and 3.02 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.013.01 or 3.02 unless the amendment or waiver so provides), (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Notes Pro Rata Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Pro Rata Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01release Kraft Foods Global or, except as provided in Article VIII, Kraft Foods from any of its obligations under Article VIII, (g) amend change Section 2.16 in a manner that would alter the definition pro rata sharing of “Majority payments required thereby (other than to extend the Termination Date applicable to the Advances and Commitments of consenting Lenders and to compensate such Lenders for consenting to such extension; provided that (i) no amendment permitted by this parenthetical shall reduce the amount of or defer any payment of principal, interest or fees to non-extending Lenders or otherwise adversely affect the rights of non-extending Lenders under this Agreement and (ii) the opportunity to agree to such extension and receive such compensation shall be offered on equal terms to all the Lenders,” ) or (h) release amend this Section 9.01; provided further that no waiver of the conditions specified in Section 3.03 in connection with any Guarantor from its obligations under any Guaranty other than Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as a result part of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Competitive Bid Borrowing; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement and (y) no amendment, waiver or any other Loan Document. No Lender consent shall, unless in writing and signed by Kraft Foods in addition to the Lenders required above to take such action, affect the rights or any Affiliate obligations of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsKraft Foods hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to (in writing) by the Majority Required Lenders and and, in the case of amendments, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed or consented to (in writing) by all of the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, Article 4; (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (c) release any Collateral, except in accordance with the terms of the Credit Documents; (d) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (de) postpone any date fixed for any (i) payment of principal of, or interest on, the Notes Advances, (ii) reimbursement of drawings under Letters of Credit or any (iii) payment of fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ef) change the percentage of Lenders which shall be the Commitments or of the Obligations outstanding, or the number of Lenders, required for the Lenders or any of them to take any action hereunder hereunder; or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.1; and further provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. (a) No amendment amendment, waiver or waiver other modification of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Credit Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders directly affected thereby do any of the following: (ai) waive any of the conditions specified in Section 3.01Sections 5.01 or 5.03, (bii) increase the Borrowing Base Commitments or other contractual obligations to the Commitments of the LendersBorrower or L/C Account Parties under this Agreement, (ciii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of principal of, or interest on, the Notes or any fees or other amounts payable hereunder respecting any Letters of Credit or extend the Stated Maturity Date or the Commitment Termination Date, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder, (vi) [Intentionally omitted], (vii) release any Collateral which constitutes Borrowing Base Assets (other than, in each case, as specifically permitted or under any other Loan contemplated in this Agreement or the applicable Security Document, (f) amend Section 2.11 or this Section 9.01including in connection with any permitted sale of assets), (g) amend the definition of “Majority Lenders,” (hviii) release any Guarantor from its obligations under any Guaranty Agreement (other than as a result specifically permitted or contemplated in this Agreement or the applicable Security Document, including in connection with any permitted sale of a transaction permitted herebythe capital stock or ownership interests of such Guarantor), (ix) modify the definitions of the term “Domestic Borrowing Base” (or any defined term used therein), except to the extent expressly stated therein, (x) amend this Section 11.02, Section 11.06 or the final paragraph (including all subparagraphs thereof) of Section 9.17(d), or (xi) amend the definition of the term Payment Office. Notwithstanding the foregoing, (i) permit no amendment, waiver or consent shall, unless in writing and signed by the Borrower Domestic Agent or any Subsidiary the Collateral Agent, as the case may be, in addition to enter into any merger the Lenders required hereinabove to take such action, affect the rights or consolidation with duties of the Domestic Agent or into the Collateral Agent, as the case may be, under this Agreement, or under any other Person Credit Document, (ii) no amendment, waiver or amend Section 6.04(a)consent to the provisions of Article II-A shall be made without the written consent the L/C Issuers, or and (jiii) the Collateral Agent shall not need the consent of any Lenders to release any Collateral, if the release of such Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)is otherwise expressly contemplated herein; and provided, further, provided that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to all the Lenders required above to take such action, affect do the rights following: release all or duties substantially all of the Administrative Agent Collateral or the Issuing Lenderrelease any Security Document (other than, in each case, as the case may be, under specifically permitted or contemplated in this Agreement or the applicable Security Document, including in connection with any permitted sale of assets). (b) Notwithstanding anything to the contrary contained herein, each of the Lenders and the Credit Parties hereby authorizes the Domestic Agent to execute such limited amendments, supplements or other modifications in connection with this Agreement and the other Credit Documents on behalf of the Lenders and the Credit Parties, deemed reasonably necessary or appropriate by the Domestic Agent to cure any ambiguity contained herein or therein or to correct or supplement any provision herein or therein which may be inconsistent with any other Loan Document. No provision herein or therein or to correct any printing, stenographic or clerical error or omissions herein or therein in order that this Agreement and the other Credit Documents shall accurately reflect the agreement among the parties hereto and thereto; provided that no amendment, supplement or modification to any Credit Document shall be made pursuant to this Section 11.02(b) unless the Domestic Agent shall have reasonably determined that such amendment, supplement or modification will not alter or waive in any material respect the duties and obligations of the parties hereto or thereto. (c) Notwithstanding anything to the contrary contained herein, this Agreement may be amended or amended and restated without the consent of any Lender (but with the consent of the Credit Parties and the Domestic Agent) if (i) after giving effect to such amendment or any Affiliate of a amendment and restatement, (A) such Lender shall have any voting rights no Commitment or other commitments or obligations hereunder or under any Loan other Credit Document as a result of (other than inchoate obligations for indemnification and similar obligations for which no claim has been made) and (B) such Lender will no longer be party to this Agreement and (ii) at the existence of obligations owed time such amendment or amendment and restatement becomes effective, all amounts owing to such Lender (whether principal, interest, or other amounts owing to it or accrued for its account under Hedge Contractsthis Agreement) shall be paid in full in cash; provided, however, that such Lender shall continue to be entitled to the benefits of Sections 2A.05, 2A.06, 2A.08, 4.07, 4.10, 4.12, 4.16, 4.17, 11.04, 11.06, and 11.10.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article V, (b) increase the Borrowing Base Commitment of any Lender hereunder or increase the Commitments of the LendersLenders that may be maintained hereunder or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Notes, any Applicable Margin or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend under the Maturity Date or the Commitment Termination DateLoan Documents, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other the Loan DocumentDocuments, (f) amend Section 2.11 any Loan Document in a manner intended to prefer one or this Section 9.01more Lenders over any other Lenders, or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)10.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocument.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all : (a) without the Lenders, do any consent of the followingeach Lender: (ai) waive any of the conditions specified in Article III; (ii) change any provision of this Section 3.01, (b) increase the Borrowing Base or the Commitments definition of the "Required Lenders, (c) reduce the principal of, or interest on, the Notes " or any fees other provision hereof specifying the number or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders to amend, waive or otherwise modify any of them to take any action rights hereunder or under make any other Loan Document, determination or grant any consent hereunder; (fiii) amend Section 2.11 or any other provision of this Section 9.01, Agreement in a manner that would alter the pro rata sharing of payments or the pro rata allocation of disbursements required thereby; (g) amend the definition of “Majority Lenders,” (hiv) release any Guarantor from its obligations under any Guaranty other than as unless such Guarantor ceases to be a result Subsidiary of the Borrower under a transaction permitted hereby, by the terms hereof; (iv) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or ; (jvi) release any Collateral securing the Obligations, except for releases as provided in Section 8.09 above; (vii) change Section 7.06 or any other provision of Collateral sold as permitted by this Agreement and except in a manner that would alter the order of application of proceeds set forth in Section 7.06; (viii) increase the aggregate Commitments; or (ix) amend or waive any provision of, nor consent to any departure by any party thereto from, the Intercreditor Agreement; (b) without the written consent of each Lender directly affected thereby, (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.02), (ii) reduce the principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or under any other Loan Document, or (iii) postpone any date fixed for releases any payment of Collateral as permitted under Section 8.08(b)principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or extend the Maturity Date; and providedand, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such actionabove, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Document and (ii) the Administrative Agent's Fee Letter may be amended, or any Affiliate of rights or privileges thereunder waived, in a Lender shall have any voting rights under any Loan Document as a result of writing executed only by the existence of obligations owed to it under Hedge Contractsparties thereto.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Borrower or any of its Affiliates, if a Lender, at the time of any such amendment, waiver or consent), do any of the following: (a) waive any of the conditions specified in Section 3.014.01 or 4.02, (b) increase the Borrowing Base or the Commitments of the LendersLenders (other than as provided in Section 2.19) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any reimbursement obligation in respect of any Letters of Credit or the fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20), any reimbursement obligation in respect of any Letters of Credit or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datefee, (e) change the percentage of Lenders the Commitments, LC Commitments or of the aggregate unpaid principal amount of Advances or Letter of Credit Liability, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or each Issuing Bank, as the Issuing Lender case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may berespectively, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (and, in the Borrowercase of an amendment, the Parent), and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, : (a) unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Article 7 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the obligations owing to the Agents and the Lenders, (iv) amend this Section 9.01 or any of the definitions herein that would have such effect, (v) extend the Termination Date or (vi) limit the liability of any Loan Party under any of the Loan Documents; (b) unless in writing and signed by each affected Lender, do any of the following at any time: (i) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)hereunder; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender Documents and no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders above required to take such action, affect the rights under any Loan Document as a result or duties of the existence of obligations owed to it Issuing Bank under Hedge Contractsthis Agreement or the other Loan Documents (including, without limitation, any change in Section 2.01(b), 2.04, 2.05(b), 2.05(c), 2.09(c)(ii), 2.18, 2.19, 2.20, 2.21, 2.22 or 9.09).

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Revolving Credit Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders), do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend release the Company from it obligations under Section 2.11 7.01 or this Section 9.01otherwise limit the guaranty liability of the Company hereunder, (g) amend release all or substantially all of the definition Collateral in any transaction or series of “Majority Lenders,” related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any obligations other than obligations owing to the Secured Parties under the Loan Documents or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Note and (y) no amendment, waiver or consent of Section 9.07(i) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Lenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee LetterLetters), nor consent to any departure by the Borrower or any Restricted Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the aggregate Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Notes, or any fees or other amounts payable hereunder or extend the Maturity Date Date, or the Commitment Termination Date, (e) change the percentage of Lenders which that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 in such a manner as to alter the pro rata sharing of payments required therein or this Section 9.01, (g) amend the definition of “Majority "Required Lenders,” " (h) release any Guarantor Restricted Subsidiary from its obligations under any Guaranty other than as a result of a transaction permitted hereby (including a designation as an Unrestricted Subsidiary, if any permitted hereby), (i) permit the Borrower or any Restricted Subsidiary to enter into any merger or consolidation with or into any other Person Person, except for mergers or consolidations permitted pursuant to Section 6.04 or amend clause (a)(i) of Section 6.04(a)6.04, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b), or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Intercreditor Agreement to the extent such amendment, waiver or consent would impair the priority or enforceability of the Liens securing the Obligations; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document; and provided further that, an amendment, waiver, or consent related to Section 2.06(b) may be effected with the agreement of the Required Lenders and the Borrower. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsContracts or Banking Services Obligations.

Amendments, Etc. No Subject to Section 8.16(a)(i), no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the LendersLenders (other than, in the case of the following clauses (i) through (iv), any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01therein, (bii) increase the Borrowing Base aggregate amount of the Commitments (except pursuant to Section 2.07), (iii) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or percentage of the Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (civ) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; or (b) unless in writing and signed by each Lender that is directly affected thereby, do any of the following: (1) increase the amount or extend the termination date of such Lender’s Commitment, or subject such Lender to any additional obligations, (2) reduce the principal of, or interest on, or rate of interest applicable to, the Notes outstanding Advances of such Lender or any fees or other amounts payable hereunder to such Lender hereunder, or under any other Loan Document, (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes outstanding Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender hereunder; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Swingline Bank or the any LC Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Swingline Bank or the such LC Issuing LenderBank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal outstanding amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed amounts owing to it or accrued for its account under Hedge Contractsthis Agreement and is released from its obligations hereunder.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17), (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release any Collateral securing extend the Obligations, Termination Date in respect of either Facility (except for releases of Collateral sold as permitted provided by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.16); provided further that (A) no amendment, waiver or consent shall, unless in writing and providedsigned by the Swing Line Bank or each Issuing Bank, furtheras the case may be, that in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or the other Loan Documents. (b) In the event that any Lender (a “Non-Consenting Lender”) shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) (a “Replacement Lender”), provided that (i) as of such Consent Request Date, no Default or Event of Default shall have occurred and be continuing, and (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent. The Replacement Lender shall purchase such interests of the Non-Consenting Lender and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section. If such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other Loan Document. No documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (i) the date on which the Replacement Lender or any Affiliate of a executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this Section 9.01(b), then such Non-Consenting Lender shall be deemed to have any voting rights under any Loan Document executed and delivered such Assignment and Acceptance and/or such other documentation as a result of such date and the existence Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of obligations owed to it under Hedge Contractssuch assigning Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) except as otherwise provided in Section 7.08, reduce or limit the obligations of any Guarantor under Section 7.01 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders, (civ) release all or substantially all of the Collateral in any transaction or series of related transactions, or (v) amend Section 2.10 or this Section 9.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (other than any Lender that is, at such time, a Defaulting Lender) that has a Commitment under any of the Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. No Lender or Notwithstanding the foregoing, neither the consent of any Affiliate Agent nor the consent of a any Lender shall have be required to effectuate any voting rights under any Loan Document as a result amendments, modifications, waivers or releases required by the terms of Section 2.5 and/or Section 2.8 of the existence of obligations owed to it under Hedge ContractsSecond Lien Intercreditor and Subordination Agreement.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: following at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified Lenders required to take any action under this Agreement or any other Loan Document, (ii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) release all or substantially all of the Collateral (other than pursuant to Section 5.02(e) or 9.11) or permit the Loan Parties to encumber the Collateral, except as expressly permitted in the Loan Documents prior to giving effect to such amendment, (iv) amend this Section 3.01, 9.01, (bv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Document, thereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, or (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of a transaction permitted herebythe Swing Line Bank or of the Issuing Banks, (i) permit as the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)case may be, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Collateral Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderCollateral Agent, as the case may be, under this Agreement or any the other Loan Document. No Documents. (b) In the event that (1) any Lender shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders or (2) any Affiliate of Lender Party makes a demand for payment pursuant to Section 2.10(a) or (b) or (3) any Loan Party is required to pay additional amounts to a Lender Party pursuant to Section 2.12(a) or (b) or (c) or (4) any Lender fails to make any Advance to be made by it as part of any Borrowing on a date when the other Lenders make their Advances as contemplated under this Agreement (any such Lender, a “Potential Assignor Lender”), then the Borrower shall have any voting the right, upon written demand to such Potential Assignor Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent or the first date on which the Lender Party made a demand for payment or failed to make the Advance (a “Potential Assignment Event Date”), to cause such Potential Assignor Lender to assign its rights and obligations under any Loan Document this Agreement at par (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) (a “Replacement Lender”), provided that (i) as a result of such Potential Assignment Event Date, no Default or Event of Default shall have occurred and be continuing, and (ii) with respect to clause (1) above only, as of the existence date of the Borrower’s written demand to replace such Potential Assignor Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent. The Replacement Lender shall purchase such interests of the Potential Assignor Lender and shall assume the rights and obligations owed of the Potential Assignor Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. Any Lender that becomes a Potential Assignor Lender agrees that, upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it under Hedge Contractsshall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section.

Amendments, Etc. No Except as otherwise provided in this Agreement, including, without limitation, Section 2.5 with respect to the implementation of a Benchmark Replacement or Conforming Changes (as set forth therein), no amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Operative Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Required Participants (and in the Borrowercase of any amendment, the applicable Credit Party), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided that no amendment, waiver or consent shall, unless in writing and signed by all the Administrative Agent Participants do any of the following: (i) waive any of the conditions specified in Section 2.1 or 13.1, (ii) increase the Participating Commitment Amounts or contractual obligations of the Participants to Servicer or Sponsor under this Agreement, (iii) reduce the principal of, or interest on, the Participation Certificates or any fees hereunder, (iv) postpone any date fixed for the payment in respect of principal of, or interest on, the Participation Certificates or any fees hereunder, (v) agree to release any Guarantor from its obligations under any Guaranty Agreement (other than the release of a Guarantor in connection with its designation as an Unrestricted Subsidiary pursuant to the terms of Section 6.14) or the Issuing Lender Sponsor from its obligations pursuant to this Agreement, (vi) modify the definition of “Required Participants,” (vii) modify Section 2.9, Section 2.11, Article IV, Article X or this Section 15.2, (viii) release all or substantially all collateral (if any) securing any of the Guaranteed Obligations or agree to subordinate any Lien in all or substantially all of the collateral securing the Guaranteed Obligations to any other creditor of Holdings, the Sponsor or any Restricted Subsidiary, without the written consent of each Participant, (ix) change Section 2.7 in a manner that would alter the ratable reduction or termination of the Facility Commitments required thereby, without the written consent of each Participant, or (x) subordinate the payment priority of the Guaranteed Obligations or subordinate the Liens granted to the Servicer (for the benefit of the holders of the Guaranteed Obligations) in the Collateral, without the written consent of each Participant. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Servicer in addition to the Lenders Participants required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Servicer under this Agreement or under any other Operative Document or Loan Document. No Lender In addition, notwithstanding the foregoing, (x) the Servicer and the Sponsor may, without the consent of or notice to the Participants, enter into amendments, modifications or waivers with respect to the Servicing Agreement and the Fee Letter as long as such amendments or modifications do not conflict with the terms of this Agreement and (y) the Servicer and the Sponsor shall be permitted to amend any provision of the Operative Documents (and such amendment shall become effective without any further action or consent of any other party to any Operative Document) if the Servicer and the Sponsor shall have jointly identified an obvious error or any Affiliate error or omission of a Lender technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Participant shall have any voting rights under right to approve or disapprove any Loan Document as a result amendment, waiver or consent hereunder, except that the Participating Commitment of such Defaulting Participant may not be increased or extended, and amounts payable to such Defaulting Participant hereunder may not be permanently reduced without the existence consent of obligations owed to it under Hedge Contractssuch Defaulting Participant (other than reductions in fees and interest in which such reduction does not disproportionately affect such Defaulting Participant).

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of the conditions specified in Section 3.01them to take any action hereunder, (bii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cv) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvi) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (vii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of a transaction permitted herebythe Swing Line Bank or of the Issuing Banks, (i) permit as the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)case may be, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No Subject to Section 2.20(e), no amendment or waiver of any provision of this Agreement, Agreement or the Revolving Credit Notes or the Swing Line Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (bii) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, the Notes Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Notes Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Extensions of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) release the Parent Borrower from its obligations under the Guaranty, or (vii) amend Section 2.11 or this Section 9.01, (gb) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any Note, (c) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.04 or 2.05, (d) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.06, (e) no amendment, waiver or consent shall, unless in writing and signed by each affected Lender in addition to the Lenders required above to take such action, require such Lender to fund any Extension of Credit in any currency other Loan Document. No Lender than Dollars or Euros, (f) this Section 9.01 shall not apply to changes in Commitments pursuant to Sections 2.20, 2.21, 2.25 or 2.26 or any Affiliate other Section giving rise to the operation of, to the extent implicated by, such aforementioned Sections (including Sections 2.14 and 2.15) and (g) no amendment, waiver or consent shall, unless in writing and signed by each of the Agent, each Swing Line Lender and each Issuing Lender, in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.26. Notwithstanding the foregoing, this Agreement may be amended (A) to add any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower upon execution and delivery by the Parent Borrower, such Foreign Subsidiary and the Agent of a Borrowing Subsidiary Agreement providing for such Subsidiary to become a Foreign Subsidiary Borrower and (B) to remove any Subsidiary as a Foreign Subsidiary Borrower upon (x) written notice by the Parent Borrower and such Subsidiary to the Agent to such effect, (y) repayment in full of all outstanding Foreign Borrower Obligations of such Foreign Subsidiary Borrower and (z) the expiration or termination (or cash collateralization in a manner satisfactory to the Agent) of all Letters of Credit issued for the account of such Foreign Subsidiary Borrower. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any voting rights under right to approve or disapprove any Loan Document as a result amendment, waiver or consent hereunder, except that no amendment, waiver or consent, which requires the consent of all Lenders shall be effective with respect to such Defaulting Lender with respect to the existence of obligations owed to it under Hedge Contractsmatters set forth in Section 9.01(a)(ii), (iii), (iv), (vi) and (vii) without its consent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that provided that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following: following at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the initial Advance, Section 3.02, (bii) change the number of Lenders or the percentage of (A) the Commitments, or (B) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1.0 of its Guaranty or otherwise limit any Guarantor's liability with respect to the Obligations owing to any Agent and the Lenders, (iv) release any Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any item of Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Creditors under the Loan Documents, (v) amend this Section 8.01, (vi) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations, (cvii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, hereunder, (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes Borrowings or any fees or other amounts payable hereunder or extend payable, or (ix) limit the Maturity Date or the Commitment Termination Date, (e) change the percentage liability of Lenders which shall be required for the Lenders or any Loan Party under any of them to take any action hereunder or under any other the Loan DocumentDocuments, and (fb) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties (in the case of the Administrative Agent) duties of such Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrowerand, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that provided that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders do any of the following: following at any time: (ai) waive any of the conditions specified in Article IX or, in the case of the initial Advance, Article VIII; (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (iii) release any Collateral, other than as contemplated by the Loan Documents; (iv) permit the creation, incurrence, assumption or existence of any Lien on any item of Collateral to secure any obligations other than obligations owing to the Lenders, the Collateral Agent and the Administrative Agent under the Loan Documents and other than Indebtedness owing to any other Person; (v) amend this Section 3.01, 12.01; (bvi) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cvii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; or (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (eb) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender ; (c) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above to take such action, adversely affect the rights or duties of the Collateral Agent under this Agreement or any Affiliate other Loan Document; and (d) no amendment, waiver or consent with respect to Section 2.09 (Use of Proceeds) or the definition of either "Facility A Borrowing Base" or "Facility B Borrowing Base" shall be effective without the prior written consent of Nortel whether or not Nortel is a Lender shall have any voting rights under any Loan Document as a result at the time of the existence of obligations owed to it under Hedge Contractssuch proposed amendment, waiver or consent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than of the Fee Letter)Other Agreements, nor consent to any departure by the Borrower or any Subsidiary Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders, or if Lenders shall not be parties thereto, by the Majority Lenders parties thereto and the Borrowerconsented to by Requisite Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (i) increase the Revolving Loan Commitments of Lenders or subject Lenders to any additional obligations to extend credit to Borrower, other than in connection with the increase of the Maximum Revolving Loan Limit in accordance with Section 2(a) hereof, (ii) reduce the principal of, or interest on, the Loans (other than as expressly permitted herein) or any fees hereunder, (iii) postpone any date fixed for any scheduled payment in respect of principal (excluding mandatory prepayments) of, or interest on, the Loans or any fees hereunder, including any extension of the maturity date of the Liabilities, (iv) change the Pro Rata Shares of Lenders, other than in connection with the increase of the Maximum Revolving Loan Limit in accordance with Section 2(a) hereof, or any minimum requirement necessary for Lenders or Requisite Lenders to take any action hereunder, (v) amend or waive this Section 21, or change the definition of Requisite Lenders, (vi) increase by more than 5% the advance rates set forth in subsection 2(a) hereof or (vii) except in connection with the financing, refinancing, sale or other disposition of any asset of Borrower permitted under this Agreement (or to the extent Requisite Lender approval only is required with any such release pursuant to subsection 19(j) hereof), release or subordinate any liens in favor of Administrative Agent, for the benefit of Administrative Agent and Lenders, on any of the Collateral and provided further, that no amendment, waiver or the Issuing Lender in addition to the Lenders required above to take such action, affect consent affecting the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentOther Agreement shall in any event be effective, unless in writing and signed by Administrative Agent in addition to Lenders required hereinabove to take such action. No Notwithstanding any of the foregoing to the contrary, (a) for purposes of voting or consenting to matters with respect to this Agreement and the Other Agreements, a Defaulting Lender or any Affiliate of shall not be considered a Lender and such Defaulting Lender’s Revolving Loan Commitment shall have each be deemed to be $0 until such Defaulting Lender makes the payments required in this Agreement and (b) the consent of Borrower shall not be required for any voting rights under any Loan Document as a result amendment, modification or waiver of the existence provisions of this Section 21. In the event that any consent, waiver or amendment requiring the agreement of all Lenders as set forth above is agreed to by the Requisite Lenders, but not all Lenders, Administrative Agent may, in its sole discretion, cause any non-consenting Lender to assign its rights and obligations owed under this Agreement and the Other Agreements to it under Hedge Contractsone or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 20 of this Agreement; provided, that (i) no Lender may be required to assign its rights and obligations to a new Lender because such lender is unwilling to increase its own loan commitments, (ii) such new Lender must be willing to consent to the proposed amendment, waiver or consent and (iii) in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Liabilities owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and an unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Administrative Agent to such non-consenting Lender of Administrative Agent’s intent to cause such non-consenting Lender to assign its interests hereunder.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthan as provided by Section 2.16, (fix) amend Section 2.11 or this Section 9.01, (g) amend modify the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Pro Rata Share, or (jx) release modify Section 2.11(f) or any Collateral securing provisions requiring payment to be made for the Obligationsratable account of the Lenders; provided further that no amendment, except for releases waiver or consent shall, unless in writing and signed by each Issuing Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of Collateral sold as permitted by any Issuing Bank under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further still that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. (b) In the event that any Lender (a “Non-Consenting Lender”) shall fail to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to a Replacement Lender, provided that (i) as of such Consent Request Date, no Default or Event of Default shall have occurred and be continuing, (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent and (iii) the replacement of any Non-Consenting Lender shall be consummated in accordance with and subject to the provisions of Section 2.20. No The Replacement Lender shall purchase such interests of the Non-Consenting Lender and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07. (c) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Advances or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period; provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any Affiliate fee payable to such Defaulting Lender hereunder, or alter the terms of a Lender shall have any voting rights under any Loan Document as a result this proviso, will require the consent of the existence of obligations owed to it under Hedge Contractssuch Defaulting Lender.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: following at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified Lenders required to take any action under this Agreement or any other Loan Document, (ii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber any Borrowing Base Asset, except as expressly permitted in the Loan Documents prior to giving effect to such amendment, (iv) amend this Section 3.01, 9.01, (bv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Document, thereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, or (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of a transaction permitted herebythe Swing Line Bank or of the Issuing Banks, (i) permit as the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)case may be, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Documents. (b) In the event that (1) any Lender shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders or (2) any Affiliate of Lender Party makes a demand for payment pursuant to Section 2.10(a) or (b) or (3) any Loan Party is required to pay additional amounts to a Lender Party pursuant to Section 2.12(a) or (b) or (c) or (4) any Lender fails to make any Advance to be made by it as part of any Borrowing on a date when the other Lenders make their Advances as contemplated under this Agreement (any such Lender, a “Potential Assignor Lender”), then the Borrower shall have any voting the right, upon written demand to such Potential Assignor Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent or the first date on which the Lender Party made a demand for payment or failed to make the Advance (a “Potential Assignment Event Date”), to cause such Potential Assignor Lender to assign its rights and obligations under any Loan Document this Agreement at par (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) (a “Replacement Lender”), provided that (i) as a result of such Potential Assignment Event Date, no Default or Event of Default shall have occurred and be continuing, and (ii) with respect to clause (1) above only, as of the existence date of obligations owed the Borrower’s written demand to it under Hedge Contracts.replace such Potential Assignor Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative

Amendments, Etc. No Except as provided in Sections 2.08(e), 8.13 and 9.08, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower Borrower, or any Subsidiary prior to the Guaranty Release Date, the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02 without the written consent of each Lender, (b) increase or extend the Borrowing Base or scheduled date of the expiration of the Commitments without the written consent of the Lenderseach affected Lender, (c) reduce the principal of, or interest on, the Notes Advances or any the fees or other amounts payable hereunder or under any other Loan Documentwithout the written consent of each affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20 or 2.22) or any fees or other amounts payable hereunder or extend fee without the Maturity Date or the Commitment Termination Datewritten consent of each affected Lender, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentwithout the written consent of each Lender, (f) amend release (except as expressly provided in Section 2.11 9.03 or this Section 9.01, 9.08) the Guarantor from the Guaranty (including by limiting liability in respect thereof) without the written consent of each Lender or (g) amend this Section 8.01 without the definition written consent of each Lender (it being understood that, for purposes of this proviso, “Majority Lenders,Lender” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit shall not include the Borrower or any Subsidiary to enter into of its Affiliates, if a Lender, at the time of any merger such amendment, waiver or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bconsent); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Designated Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this AgreementAgreement may be amended or modified only by an instrument in writing signed by each of the Borrower, the NotesAdministrative Agent, the Collateral Agent and the Majority Lenders, or any other Loan Document (other than the Fee Letter), nor consent to any departure by each of the Borrower or and the Collateral Agent and the Administrative Agent acting with the consent of the Majority Lenders, and any Subsidiary therefrom, shall in any event provision of this Agreement may be effective unless the same shall be in writing and signed waived by the Majority Lenders and or by the Borrower, and then such waiver or Administrative Agent acting with the consent shall be effective only in of the specific instance and for the specific purpose for which givenMajority Lenders; provided, however, that provided that: (a) no amendment, waiver, modification or consent waiver shall, unless in writing and by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase or extend the term, do or extend the time or waive any requirement for the reduction or termination, of the following: Commitments; (aii) extend the date fixed for the payment of principal of or interest on any Loan or any fee hereunder; (iii) reduce the amount of any such payment of principal; (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder; (v) alter the rights or obligations of the Borrower to prepay Loans; (vi) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied among the Lenders or Types or Classes of Loans; (vii) alter the terms of this Section 11.04; (viii) amend the definition of the term "Majority Lenders" or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) waive any of the conditions specified precedent set out in Section 3.01, 6.01; or (x) release all or any material portion of the Collateral; and (b) increase the Borrowing Base or the Commitments of the Lendersany amendment, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendmentmodification, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect supplement of the rights or duties of either Agent hereunder shall require the Administrative Agent consent of such Agent. Anything in this Agreement to the contrary notwithstanding, if at any time when the conditions precedent set out in Article VI to any extension of credit hereunder are, in the opinion of the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such extension of credit, then, for so long as such failure shall continue, such Lender shall (unless the Majority Lenders, determined as if such Lender were not a "Lender" hereunder, shall otherwise consent in writing) be deemed for all purposes relating to amendments, modifications, waivers or the Issuing Lender, as the case may be, consents under this Agreement or any other Financing Document (including under this Section 11.04 and under Section 10.09) to have no Loans or Commitments, shall not be treated as a "Lender" hereunder when performing the computation of Majority Lenders, and shall have no rights under the preceding paragraph of this Section 11.04. Anything in this Agreement to the contrary notwithstanding, no waiver or modification of any provision of this Agreement that has the effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Loan Document. No Lender of any Class shall be effective against the Lenders making Loans of such Class for purposes of the Commitments of such Class unless the Majority Lenders making Loans of such Class shall have concurred with such waiver or modification, and no waiver or modification of any provision of this Agreement or any Affiliate other Financing Document that could reasonably be expected to adversely affect the Lenders making Loans of any Class in a Lender manner that does not affect all Classes equally shall be effective against the Lenders making Loans of such Class unless the Majority Lenders making Loans of such Class shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconcurred with such waiver or modification.

Amendments, Etc. No (a) Except as expressly provided in Section 2.13, no amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than excluding the Agent Fee Letter), nor and no consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Secured Parties or extending an existing Lien over additional property, by the Majority Agents and the Borrower, (y) in the case of any other waiver or consent, by the Required Lenders (or by the Collateral Agent with the written consent of the Required Lenders), with a copy to each Agent, and (z) in the case of any other amendment, by the Required Lenders (or by the Collateral Agent with the written consent of the Required Lenders) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: : (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base or the Commitments Commitment of the Lendersany Lender, (c) reduce the principal of, or interest on, the Notes Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any scheduled date fixed for any payment of principal of, or interest or fees on, the Notes or Loans payable to any fees or other amounts payable hereunder or extend Lender without the Maturity Date or the Commitment Termination Date, written consent of such Lender; (eii) change the percentage of Lenders which shall be the Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder or under any other Loan Document, without the written consent of each Lender; (f) amend Section 2.11 or this Section 9.01, (giii) amend the definition of “Majority "Required Lenders,” " or "Pro Rata Share" without the written consent of each Lender; (hiv) release all or substantially all the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Guarantor from its obligations under Lien granted in favor of the Collateral Agent for the benefit of the Agents and the Lenders, or release any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any Guarantor (except as otherwise provided in this Agreement and the other Person or amend Section 6.04(aLoan Documents), or release the Guaranty of Holdings or of all or substantially all of the value of the Guaranty provided by the other Guarantors (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by otherwise provided in this Agreement and except for releases the other Loan Documents), in each case, without the written consent of each Lender; (v) amend, modify or waive Section 4.02, Section 4.03 or this Section 12.02 of this Agreement without the written consent of each Lender; or (vi) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to, or the Collateral as permitted under Section 8.08(b); and providedof, furtherLenders holding Loans of any Class differently than those holding Loans of any other Class, that without the written consent of Lenders representing a Majority in Interest of each affected Class. Notwithstanding the foregoing, (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such actionan Agent, affect the rights or duties of the Administrative such Agent or the Issuing (but not in its capacity as a Lender, as the case may be, ) under this Agreement or the other Loan Documents, (B) any waiver, amendment or other modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Loan Document. No Lender Class) may be effected by an agreement or agreements in writing entered into solely by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time and (C) this Agreement may be amended to provide for Incremental Extensions of Credit in the manner contemplated by Section 2.13 without any additional consents. (b) If any action to be taken by the Lenders hereunder requires the consent, authorization, or agreement of all of the Lenders or any Affiliate of Lender affected thereby, and a Lender (the "Holdout Lender") fails to give its consent, authorization, or agreement, then the Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute lenders (each, a "Replacement Lender"), and the Holdout Lender shall have any voting rights under any Loan Document as a result no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Assumption, subject only to the Holdout Lender being repaid its share of the existence outstanding Obligations without any premium or penalty of obligations owed any kind whatsoever. If the Holdout Lender shall refuse or fail to it under Hedge Contractsexecute and deliver any such Assignment and Assumption prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Assumption. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 12.07.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes A Notes, any Applicable Margin or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the A Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the A Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Lenders making or maintaining such B Advances, do any of the following: (a) waive, modify or eliminate any of the conditions to any B Advance specified in Section 3.03, (b) reduce the principal of, or interest on, any B Note or other amounts payable in respect thereof, (c) postpone any date fixed for any payment of principal of, or interest on, any B Note or any other amounts payable in respect thereof; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBanks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (ai) waive or modify any of the conditions specified in Section 3.01Article IV, (bii) increase the Borrowing Base or the Commitments of the LendersBanks or subject the Banks to any additional obligations, (ciii) reduce the principal of, or interest on, the Advances, the Purchased Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Advances, the Purchased Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Advances, the Purchased Notes, or the number of Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) amend Section 2.11 or this Section 9.01, 9.01 or (g) amend the definition of “Majority Lenders,” (hvii) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral collateral securing the Obligations, except Purchased Notes or change any provision of the Note Indenture providing for releases the release of Collateral sold as permitted by this Agreement and except for releases any collateral securing the obligations of Collateral as permitted under Section 8.08(b)the Company thereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or with respect to any other Loan Document. Purchased Note. (b) No Lender amendment or waiver of any Affiliate provision of a Lender this Agreement affecting the rights or duties of any Remarketing Agent, nor consent to any departure by any party therefrom, shall have in any voting rights under any Loan Document as a result of event be effective unless the existence of obligations owed to it under Hedge Contracts.same shall be in writing and signed by such Remarketing

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances or participations in Letters of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) increase no amendment, waiver or consent shall, unless in writing and signed by the Borrowing Base Required Lenders and each Lender that has or the Commitments is owed obligations under this Agreement that are modified by such amendment, waiver or consent, do any of the Lendersfollowing: (i) increase any Commitment of such Lenders other than as provided in Section 2.18 or extend any Commitment of such Lender other than as provided in Section 2.19, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provided in Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)2.19; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letterexcluding Hedging Agreements), nor consent to any departure by the Borrower or any Subsidiary other Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by the Administrative Agent on their behalf upon its receipt of the consent thereof) and the BorrowerBorrower or the applicable Obligor, as the case may be, and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: : (a) waive any of the conditions specified in Section 3.01SECTION 6.01 or, in the case of the Initial Funding, SECTION 6.02, without the written consent of each Lender (bother than any Lender that is, at such time, a Defaulting Lender); (i) extend or increase the Borrowing Base Commitment of any Lender (or reinstate any Commitment terminated pursuant to ARTICLE X) without the Commitments written consent of such Lender, or (ii) extend or increase the amount of the aggregate Commitments under the Revolver Facility without the consent of 66 2/3% of the Revolver Lenders, or (iii) extend or increase the amount of the aggregate Commitments under the Term Loan Facility without the consent of 66 2/3% of the Term Loan Lenders; (c) postpone any date scheduled for any payment of principal or interest under this Agreement (including any principal due pursuant to a mandatory prepayment required pursuant to SECTION 2.07(b)), or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce or forgive the principal ofof (including any principal due pursuant to a mandatory prepayment required pursuant to SECTION 2.07(b)), or the rate of interest specified herein on, any Loan or unreimbursed amounts under Letters of Credit, or (subject to CLAUSE (III) of the Notes or second proviso to this SECTION 12.04) any fees or other amounts payable hereunder (except as set forth in SUBSECTION (1) of this SECTION 12.04 or under any other Loan Document, or change the manner of computation of any financial ratio (dincluding any change in any applicable defined term) postpone used in determining the Applicable Margin that would result in a reduction of any date fixed for interest rate on any payment of principal of, or interest on, the Notes Loan or any fees or other amounts fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the written consent of the Required Lenders shall be necessary (i) to amend the definition of "POST-DEFAULT RATE" or extend to waive any obligation of the Maturity Date Borrower to pay interest at the Post-Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the Commitment Termination Date, effect of such amendment would be to reduce the rate of interest on any Loan or advance under any Letter of Credit or to reduce any fee payable hereunder; (e) change the order of application of any reduction in the Commitments or any prepayment of Loans between the Facilities from the application thereof set forth in the applicable provisions of SECTION 2.07(a) and (b) respectively, in any manner that materially and adversely affects the Lenders under such Facilities or require the permanent reduction of the Revolver Facility at any time when all or a portion of the Term Loan Facility remains in effect without the written consent of each such Lender directly affected thereby; (f) change (i) any provision of SECTION 4.05(b) that would alter the pro rata sharing of payments required thereby or this SECTION 12.04 without the written consent of each Lender, (ii) the definition of "REQUIRED LENDERS" without the written consent of each Lender, (iii) the definition of "PERCENTAGE SHARE" or "REQUIRED REVOLVER LENDERS" without the written consent of each Revolver Lender, or (iv) any other provision hereof specifying the number or percentage of Lenders which shall be required for the Lenders to amend, waive or otherwise modify any of them to take any action rights hereunder or under make any other Loan Document, (f) amend Section 2.11 determination or this Section 9.01, (g) amend grant any consent hereunder without the definition written consent of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing each Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.;

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and and, in the Borrowercase of an amendment, the Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is a Borrower or an Affiliate of a Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note; and (ii) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the LC Issuer, in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or duties of the existence of obligations owed to it LC Issuer under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend hereunder; (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend Section 2.11 or this Section 9.019.01 or (iv) other than in accordance with Section 6.01(d), (g) amend the definition release either Borrower from all of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base”; (d) unless in writing and signed by the Agent or and the Issuing Lender Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or and the Issuing LenderCo-Collateral Agents, as the case may beapplicable, under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of a Section 2.03 or 2.04; or (f) unless in writing and signed by each Issuing Lender shall have (in addition to the Lenders required above to take such action), amend, modify or waive any voting rights under any Loan Document as a result provision of the existence of obligations owed to it under Hedge ContractsArticle III.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: following at any time: (ai) waive any of the conditions specified in Article IX or, in the case of the initial Borrowing, Article VIII; (ii) change the definition of Required Secured Creditors (or, without the vote of the Required Lenders only, change the definition of Required Lenders); (iii) release any Collateral, other than as contemplated by the Loan Documents or release the Parent Guaranty, the Subsidiary Guaranty, the OHI Guaranty or the OIT Guaranty; (iv) amend this Section 3.01, 12.1; (bv) amend or waive any mandatory prepayment provisions; (vi) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cvii) reduce the principal of, or interest on, the Loans or the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; or (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; and (eb) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than to which the Fee Letter)Borrower is a party, nor consent to any departure by the Borrower or from any Subsidiary therefromLoan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks and the Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b1) increase the Borrowing Base or the Commitments of the Lenders, Banks (cexcept as provided in Section 2.22) or the Swing Loan Commitment of the Swing Line Bank or subject the Banks to any additional obligations; (2) reduce the principal of, or interest on, the Notes or any fees or (other amounts payable hereunder or under any other Loan Document, than the Agent's fees) hereunder; (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or (other amounts payable hereunder or extend than the Maturity Date or the Commitment Termination Date, Agent's fees) hereunder; (e4) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Banks which shall be required for the Lenders Banks or any of them to take any action hereunder (including, without limitation, any change in the number of Banks required to extend the Termination Date under the provisions of Section 2.19); (5) release any Significant Guarantor; or under (6) amend, modify or waive any other Loan Document, (f) amend Section 2.11 provision of Article X or this Section 9.0111.01; and, provided further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent or the Swing Line Bank (gas applicable) amend in addition to the definition Banks required above to take such action, affect the rights or duties of “Majority Lenders,” the Agent or the Swing Line Bank (has applicable) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebythe Loan Documents; and, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights Bank under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsLoan Documents.

Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than to which the Fee Letter)Borrower is a party, nor consent to any departure by the Borrower or from any Subsidiary therefromLoan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or Required Revolving Credit Lenders in the case of an amendment, modification, waiver or consent described in clauses (d) and (e) below) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by the Borrower and all of the LendersLenders holding an interest in the applicable Facility, do do, or have the effect of doing, any of the following: (a) waive any of the conditions specified in Section 3.01, (b1) increase the Borrowing Base or the Commitments of the Lenders, Lenders under such Facility (cexcept for increases in the Aggregate Revolving Credit Commitment in accordance with Section 2.02.2) or subject the Lenders under such Facility to any additional obligations; (2) reduce the principal of, or interest on, the Notes or any fees (other than the Agent’s fees) hereunder with respect to such Facility; or other amounts payable hereunder or under any other Loan Document, (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees (other than the Agent’s fees) hereunder with respect to such Facility; (b) unless in writing and signed by the Borrower and all Lenders, do, or other amounts payable hereunder or extend have the Maturity Date or effect of doing, any of the Commitment Termination Date, following: (e1) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder (including, without limitation, any change in the percentage of Revolving Credit Lenders required to extend the Revolving Credit Termination Date under the provisions of Section 2.19 or the percentage of Term Loan Lenders required to extend the Term Loan Maturity Date under any other Loan Document, the provisions of Section 2.20); (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h2) release any Significant Guarantor from its obligations under or (except as otherwise provided in Section 8.01) release any Guaranty other than as a result sums held in the Facility Letter of a transaction permitted herebyCredit Collateral Account; or (3) amend, modify or waive any provision of the Guaranty, this Section 11.01 or clause (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend of Section 6.04(a), or 12.01; (jc) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above herein to take such action, affect the rights or duties of the Administrative Agent or under any of the Issuing LenderLoan Documents; (d) unless in writing and signed by the Swing Line Lender and the Required Revolving Credit Lenders, as the case may be, under affect any provisions of this Agreement that relate to the Swing Line Loans or any other Loan Document. No Lender otherwise affect the rights or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result duties of the existence Swing Line Lender; or (e) unless in writing and signed by the Issuers and the Required Revolving Credit Lenders, affect any of obligations owed the provisions of this Agreement that relate to it under Hedge Contractsthe Facility Letters of Credit or otherwise affect the rights or duties of any Issuer.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and also signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment or otherwise commit such lender to make Loans hereunder, (cii) reduce the principal of, or interest on, the Notes any Loan or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes any Loan or any fees or other amounts payable hereunder; provided that any waiver or reduction of any payment of the Term Loan from any Excess Cash Flow may be waived or modified solely with the written consent of the Required Term Lenders; (b) unless in writing and signed by all of the Lenders, do any of the following: (i) [reserved], (ii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Article X hereof, (iii) except as expressly permitted herein or in any other Loan Document, subordinate the Liens granted hereunder or extend under the Maturity Date or the Commitment Termination Dateother Loan Documents, to any other Lien, (eiv) amend this Section 9.01, (v) amend the definition of “Required Lenders” or (vi) other than in accordance with Section 6.01(d), release either BorrowerSRAC or Kmart Corp. as Borrowers from all of its obligations hereunder, (c) unless in writing and signed by all of the Term Lenders, do any of the following: (i) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Term Loan, or the number of Term Lenders, that shall be required for the Term Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (gii) amend the definition of “Majority Required Term Lenders,” ”; (hd) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender ; (e) reserved, (f) reserved, or (g) unless in writing signed by members of any Class holding a majority in amount of such Class, have a materially disproportionate adverse effect on such Class. (b) Notwithstanding anything to the contrary in this Agreement, while any Alternative Tranche Line of Credit Loans are outstanding, without the consent of the Required Alternative Tranche Line of Credit Lenders, Holdings and its Subsidiaries shall not directly or indirectly (whether in one or a series of related actions): (A) enter into any amendment to this Agreement or any Affiliate other Loan Document which adversely affects (or would permit the adverse affecting of) the ranking (as to contractual right of a Lender shall have payment, payment priority or priority of Liens on the Collateral) of the Alternative Tranche Line of Credit Loan Obligations; (B) (i) enter into any voting rights under amendment to this Agreement or any Loan Document which increases the amount of Senior Debt that is permitted to be incurred under the terms of this Agreement or (ii) permit any Non-Senior Debt to be exchanged for or converted into or otherwise refinanced or replaced by, Senior Debt, provided that this clause (B)(ii) shall not prohibit Permitted Senior Debt Refinancings or any repayment or prepayment in cash (or Cash Equivalents) of any Term Loans or New Second Lien Notes that is not prohibited by clause (E) below; (C) (i) permit any Collateral to be held by any Subsidiary of Holdings that is not a Loan Party, if such Subsidiary is or becomes an obligor (including, without limitation, as a result direct obligor, guarantor or pledgor of assets) on any Debt or Preferred Stock owed to, or held by, any Person other than Holdings or any of its subsidiaries with an aggregate outstanding principal amount or liquidation preference, as applicable, exceeding $10.0 million or (ii) permit any transfers or Dispositions of Collateral that constitute Restricted Payments payable to any Person other than Holdings or any of its Subsidiaries; (D) increase the aggregate principal amount of Alternative Tranche Line of Credit Loans; (E) repay or prepay in cash (or Cash Equivalents) any Term Loans or New Second Lien Notes without prepaying the Alternative Tranche Line of Credit Loans in cash on a pro rata basis (based on the outstanding principal amount of such Term Loans and/or New Second Lien Notes) in accordance with the terms of this Agreement; (F) enter into any amendment that has a materially disproportionate adverse effect on the Alternative Tranche Line of Credit Loans relative to any of the existence Term Loans or Line of obligations owed Credit Loans; (G) release Holdings as a Borrower of the Alternative Tranche Line of Credit Loans; (H) release all or substantially all of the Collateral from the Liens securing the Alternative Tranche Line of Credit Loans; or (I) amend (i) the definition of “Required Alternative Tranche Line of Credit Lenders,” (ii) this Section 9.01(b), (iii) Section 7.01(a) or (iv) the second paragraph of Section 7.01. No (i) amendment of (or waiver of any Event of Default under) Section 7.01(a) (solely with respect to it the Alternative Tranche Line of Credit Loans) or (ii) waiver of any Event of Default arising from, in connection with or relating to, the failure by Holdings or its Subsidiaries to comply with this Section 9.01(b) or the second paragraph of Section 7.01, shall be effective without the consent of the Required Alternative Tranche Line of Credit Lenders. Nothing in this Section 9.01(b) shall prohibit or restrict any of (x) the incurrence by Holdings or any of its Subsidiaries of Debt permitted to be incurred under Hedge Contractsthe terms of this Agreement as in effect on the Fifth Amendment Effective Date (even if such Debt is Senior Debt) and the making of any conforming amendments to the Loan Documents in connection with such incurrence (except as prohibited by clause (B)(ii), above), (y) any amendment to this Agreement or any other Loan Document to permit the incurrence of any Pari Passu Debt or Junior Debt or (z) the incurrence of any Pari Passu Debt or Junior Debt.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Credit Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (and in the Borrowercase of any amendment, the applicable Credit Party), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders and the Issuing Bank to do any of the following: (ai) waive any of the conditions specified in Section 3.014.01 or 4.02, (bii) increase the Borrowing Base Commitments or contractual obligations of the Lenders or the Commitments of the LendersIssuing Bank to Borrower under this Agreement, (ciii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) agree to release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyAgreement, (ivii) permit modify the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), definition of "Required Lenders," or (jviii) release any Collateral securing modify this Section 10.02. Notwithstanding the Obligationsforegoing, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the Issuing Lender Co-Agent, in addition to the Lenders and the Issuing Bank required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or under any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Credit Document (other than the Fee Letter), nor any consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by (i) until such time as the aggregate Commitments are increased to $175,000,000 ("Commitment Increase Date"), the Required Banks, and (ii) from and after the Commitment Increase Date, the Majority Banks, amend Sections 6.10, 6.11, or 6.12 or consent to or waive any departure by the Borrower therefrom; provided further that, no amendment, waiver, or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Revolver Termination Date or the Commitment Termination Final Maturity Date, (ed) change the percentage of Lenders Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Credit Document, (fe) amend Section 2.11 2.09, Section 8.01 or this Section 9.01, (gf) amend the definition of “"Majority Lenders,” Banks" or the definition of "Required Banks"), (hg) release any Guarantor from its obligations under any Guaranty other than as a result Guaranty, (h) amend Section 2.14 or waive any of a transaction permitted herebythe provisions set forth therein, or (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing material portion of the ObligationsCollateral, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b8.09(b); and provided, further, that (1) no Commitment of a Bank or any obligations of a Bank may be increased without such Bank's written consent and (2) no amendment, waiver waiver, or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article IV, (b) increase the Borrowing Base Commitments of any of the Lenders or subject any of the Lenders to any additional obligations, (c) except as otherwise provided in Section 2.18, extend the term of the Commitments of any of the Lenders, (cd) reduce the principal of, or interest on, the Notes Notes, any Applicable Margin or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ef) change the percentage Percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01hereunder, (g) amend the definition of “Majority any Loan Document in a manner intended to prefer one or more Lenders,” , (h) release any Guarantor the Parent from its guaranty obligations under any the Guaranty other than as a result of a transaction permitted hereby, or (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 2.01(b), Section 2.13, Section 2.14(a) or this Section 9.01, (f) release the Guaranty or any guarantor thereunder (other than the release of a guarantor which is one of the Borrower's Subsidiaries in connection with the sale or transfer thereof, whether by sale of stock, merger, consolidation or otherwise, to the extent permitted under this Agreement), or (g) amend the definition definitions of “"Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement " and except for releases of Collateral as permitted under Section 8.08(b)"Maturity Date"; and providedPROVIDED, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, or the Lenders affected thereby with respect to sub-part (viii) only, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (bii) amend the definition of “Required Lenders” or otherwise change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) release the Borrower with respect to any of its monetary Obligations under the Loan Documents or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations except in accordance with Section 7.08, (iv) release any Borrowing Base Property (except as contemplated by the definition of “Removed Borrowing Base Property”) or all or substantially all of the Collateral, in each case in any transaction or series of related transactions, or permit the creation, incurrence, assumption or existence of any Lien on any individual Borrowing Base Property, in each case in any transaction or series of related transactions, to secure any Obligations other than Obligations owing to the Lender Parties under the Loan Documents or the Hedge Obligations, (v) amend this Section 9.01, (vi) increase the Borrowing Base or the Commitments of the LendersLenders (except as provided in Section 2.16) or subject the Lenders to any additional obligations, or amend Section 2.16, (cvii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dviii) extend the Termination Date (except as provided in Section 2.18) or otherwise postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateamend Section 2.06, (eix) change limit the percentage liability of Lenders which shall be required for any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders or any of them required above to take any action hereunder such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under any other Loan Documentthis Agreement, (fx) modify, amend or delete the defined term “Change of Control”, or waive any Default with respect thereto, (xi) modify, amend or delete the requirement in the defined term “Additional Borrowing Base Property” or Section 2.11 or this Section 9.01, 9.16(a) that the Borrowing Base Property Condition in subpart (g) amend the of such definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)must be satisfied, or (jxii) release any Collateral securing the Obligationsmodify, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under amend or delete Section 8.08(b)9.17; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) except as provided in Section 2.18 or 2.19, increase the Borrowing Base or extend the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) except as provided in Section 2.19, postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend reduce or limit the obligations of the Company under Section 2.11 7.01 or this Section 9.01release or otherwise limit the Company’s liability with respect to its obligations under Article VII, or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note, (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or obligations of the existence Swing Line Banks under this Agreement, and (z) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of obligations owed to it the Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the either Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the number of Lenders or the percentage of Lenders which (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available LC Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fiii) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (hiv) release any Guarantor the U.S. Borrower from its guaranty obligations or reduce or limit the obligations of the U.S. Borrower under Section 6.01 of the Guaranty or (v) otherwise limit either Borrower’s liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties under any Guaranty other than as a result of a transaction permitted herebythe Loan Documents, (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Lenders and by each affected Lender, (i) permit increase the Borrower Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest (other than a waiver of increased interest following Default pursuant to Section 2.07(b)) on, the Notes held by such Lender or any Subsidiary reimbursement obligation in respect of any Letter of Credit or any fees or other amounts payable hereunder to enter into such Lender or (iii) postpone any merger date fixed for any payment of principal or consolidation with interest on the Notes held by such Lender or into any reimbursement obligation in respect of any Letter of Credit or any fees or other Person amounts payable hereunder to such Lender or amend Section 6.04(a)the final maturity date of any Facility and (c) no amendment, waiver or consent shall, unless in writing and signed by the Majority Facility Lenders, (i) waive, reduce, postpone or change the order of application of, or right to decline to receive, any repayment or prepayment of principal required to be paid pursuant Sections 2.04 or 2.06 or (jii) release amend, modify or waive any Collateral securing the Obligationsprovision of Section 2.11, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.13 or 7.02(a); and provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or the Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Majority Lenders, the Administrative Agent and each Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Advances and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Majority Lenders and Majority Facility Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, each Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans and (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing. In addition, notwithstanding the foregoing, this Agreement may be amended to provide for any New Term Facility of any Series contemplated by Section 2.16, to permit any New Term Advances from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Advances and the accrued interest and fees in respect thereof, and to provide for any other Loan Document. No Lender or matters related to any Affiliate such New Term Facility upon (a) execution and delivery of a Joinder Agreement by the U.S. Borrower, the Administrative Agent and each New Term Lender shall have providing New Term Commitments in respect of such Series and (b) delivery to the Administrative Agent of such other opinions and documents as are reasonably requested by the Administrative Agent pursuant to Section 2.16 in connection with any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractssuch transaction.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than except for the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority "Required Lenders,” " (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction Guaranty, except to the extent such release is permitted herebyunder Section 8.08(b), (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any all or substantially all of the Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as to the extent such release is permitted under Section 8.08(b); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Lenders in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderLenders, as the case may be, under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that neither the Commitment of such Lender nor the Borrowing Base may be increased and the Commitment may not be extended without the consent of such Lender. (b) No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Hedge Contracts. (c) The Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive change the percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder; (ii) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien (other than a Permitted Lien) on any material portion of the Collateral in any transaction or series of related transactions to secure any liabilities or obligations other than Obligations owing to the Secured Parties under the Loan Documents; (iii) release any of the conditions specified in Guarantors from their Guaranty; (iv) amend this Section 3.01, 11.1 or the definition of Required Lenders; or (v) limit the liability of any Loan Party under any of the Loan Documents and (b) no 122 amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under the Term A Facility, Term B Facility, Revolving Credit Facility or European Letter of Credit Facility if affected by such amendment, waiver or consent, (i) increase the Borrowing Base or the Commitments of the Lenderssuch Lender or subject such Lender to any additional obligations, (cii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under to such Lender (PROVIDED that any other Loan Documentwaiver of post-default interest shall not be deemed to constitute a reduction of interest), (diii) postpone change any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateto such Lender, (eiv) change the percentage order of application of any prepayment set forth in Section 2.6 in any manner that materially affects such Lender or (v) change the European Letter of Credit Lenders which shall be required for Share and the KBC Share; PROVIDED, FURTHER, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the Issuing Bank, as the case may be, in addition to the Lenders or any of them required above to take any action hereunder such action, affect the rights or obligations of the Swing Line Bank or the Issuing Bank, as the case may be, under this Agreement or any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedPROVIDED, furtherFURTHER, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Note, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and (a) signed by all each of the LendersLenders directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base or the Commitments of the LendersLenders (other than as contemplated by Section 2.19), (cii) reduce the principal of, or interest on, the Notes Advances, the Letter of Credit Obligations or any fees or other amounts payable hereunder hereunder, or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend (b) signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Datefollowing: (i) waive any of the conditions specified in Section 3.01, (eii) change the percentage of Lenders which the Commitments (other than an adjustment in connection with a Commitment Increase) or of the aggregate unpaid principal amount of the Advances and Letter of Credit Obligations, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fiii) change Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby, (iv) change Section 2.04(a) in a manner that would permit the expiration date of any Letter of Credit to occur after the Termination Date or (v) amend Section 2.11 or this Section 9.018.01. Notwithstanding the foregoing, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shallshall affect the rights or duties of the Agent, an Issuing Lender or the Swing Line Lender under this Agreement or any other Loan Document unless in writing and signed by the Administrative Agent or the Agent, such Issuing Lender and/or the Swing Line Lender, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than Guaranteed Hedge Agreements, for which the Fee Letterterms of such agreements shall govern and control), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) amend this Section 10.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cv) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvi) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, (vii) extend the Maturity Date or the Commitment Termination Date, (eviii) change the percentage of Lenders which shall modify any provisions requiring payment to be required made for the Lenders ratable account of the Lenders, or any of them to take any action hereunder or under any other Loan Document, (fix) amend Section 2.11 or this Section 9.01, (g) amend modify the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Pro Rata Share; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, Agreement may be modified or supplemented only by an instrument in writing signed by the NotesCompany and the Majority Lenders, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or Company and the Administrative Agent acting with the consent of the Majority Lenders, and any Subsidiary therefrom, shall in any event provision of this Agreement may be effective unless the same shall be in writing and signed waived by the Majority Lenders and or by the BorrowerAdministrative Agent acting with the consent of the Majority Lenders; provided that: (a) no modification, and then such supplement or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and by an instrument signed by all the Lenders, do any of the following: (a) waive any Lenders or by the Administrative Agent acting with the consent of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments all of the Lenders: (i) extend the date fixed for the payment of principal of or interest on any Loan or any fee hereunder, (cii) reduce the principal ofamount of any such payment of principal, or (iii) reduce the rate at which interest on, is payable thereon (other than in connection with an increase in the Notes interest rate pursuant to Section 9.21(e) hereof) or any fees or other amounts fee is payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment alter the rights or obligations of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination DateCompany to prepay Loans, (ev) change alter the percentage terms of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 4.02 or this Section 9.0112.05, (gvi) amend modify the definition of “the term "Majority Lenders,” " or the term "Required Lenders", or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof (hincluding the requirement set forth in Section 11.09 hereof), or (vii) release any Subsidiary Guarantor from its obligations under Section 6 hereof; (b) any Guaranty other than as a result modification or supplement of a transaction permitted hereby, (i) permit Section 11 hereof shall require the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent; and (c) any modification or supplement of Section 6 hereof shall require the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate consent of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractseach Subsidiary Guarantor.

Amendments, Etc. No amendment or waiver of any provision of --------------- this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Administrative Agent, as specified in the particular provisions of the Credit Documents, and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Lender without the prior written consent of such Lender, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the aggregate Commitments of the Lenders, (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (d) amend this Section 10.01, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority "Required Lenders,” " or "Super Required Lenders", (hf) release any Guarantor the Parent from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Guaranty, or (jg) release any Collateral securing all or substantially all of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Collateral; and provided, further, that no amendment, waiver or consent shall, unless in writing ----------------- and signed by the Administrative Agent Agent, or the any Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result In addition, none of the existence following decisions shall be made without the prior written consent of obligations owed to it under Hedge Contracts.the Super Required Lenders:

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or, with the written consent of the Required Lenders, by the Administrative Agent) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all each of the LendersLenders directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenderssuch Lenders or subject such Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder hereunder, or under any other Loan Document, (d) postpone any date fixed for any payment of principal ofof (including final maturity), or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder hereunder; provided further that no amendment, waiver or extend consent shall, unless in writing and signed by all the Maturity Date or the Commitment Termination Date, Lenders: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) amend Section 2.11 or this Section 9.01change the pro rata distribution of payments and proceeds to the Lenders, (giii) amend waive any of the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person conditions specified in or amend Section 6.04(a), 2.04 or (jiv) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by amend this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement Agreement, any Note or any other Loan Document. No Lender ; and provided further no amendment, waiver or consent shall, unless in writing and signed by Credit Suisse First Boston in addition to the parties required to sign the foregoing as set forth in this Section 8.01, amend or in any Affiliate manner affect the rights of a Lender shall have any voting rights Credit Suisse First Boston under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsSection 8.07(i).

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base, the Conforming Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Required Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction Guaranty, except to the extent such release is permitted herebyunder Section 8.08(b), (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any all or substantially all of the Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as to the extent such release is permitted under Section 8.08(b); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Lenders in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderLenders, as the case may be, under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that neither the Commitment of such Lender nor the Borrowing Base may be increased and the Commitment may not be extended without the consent of such Lender. (b) No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of the Guarantor under Section 1 of the Guaranty or otherwise limit the Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, (iv) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents, (v) amend this Section 9.01, or (vi) limit the liability of any Loan Party under any of the Loan Documents and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is affected by such amendment, waiver or consent, (i) increase the Borrowing Base or the Commitments of the Lenderssuch Lender or subject such Lender to any additional obligations, (cii) reduce the principal of, or interest on, the Notes Advances payable to such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances payable to such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eiv) change the percentage order of Lenders which shall be required for the Lenders or application of any of them to take prepayment set forth in Section 2.06 in any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)manner that materially affects such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Swing Line Bank or the Issuing Lender Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and 70 66 signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and also signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances, the Term Loan or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances, the Term Loan or any fees or other amounts payable hereunder hereunder; provided that any waiver or extend reduction of any payment of the Maturity Date Term Loan from any Excess Cash Flow may be waived or modified solely with the Commitment Termination Datewritten consent of the Term Lenders then holding a majority in amount of the Term Loans; (b) unless in writing and signed by all of the Lenders, do any of the following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances or the Term Loan, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (ii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) except as expressly permitted herein or in any other Loan Document, subordinate the Liens granted hereunder or under the other Loan Documents, to any other Lien, (fiv) amend Section 2.11 or this Section 9.01, (gv) amend the definition definitions of “Majority Required Lenders,” or “Supermajority Lenders” or (hvi) other than in accordance with Section 6.01(d), release any Guarantor either Borrower from all of its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base” or increase the Swingline Commitment; (d) unless in writing and signed by the Agent or and the Issuing Lender Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or and the Issuing LenderCo-Collateral Agents, as the case may beapplicable, under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of Section 2.03 or 2.04; or (f) unless in writing and signed by each Issuing Lender (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Article III, or (g) unless in writing signed by each affected member of any Class, have a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsmaterially disproportionate adverse effect on such Class.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, or the Lenders affected thereby with respect to sub-part (viii) only, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (bii) amend the definition of “Required Lenders”, “Required Revolving Credit Lenders” or otherwise change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) release the Borrower with respect to any of its monetary Obligations under the Loan Documents or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations except in accordance with Section 7.08, (iv) release any Borrowing Base Property (except as contemplated by the definition of “Removed Borrowing Base Property”) in each case in any transaction or series of related transactions, or permit the creation, incurrence, assumption or existence of any Lien on any individual Borrowing Base Property, in each case in any transaction or series of related transactions, to secure any Obligations other than Obligations owing to the Lender Parties under the Loan Documents, (v) amend this Section 9.01, (vi) increase the Borrowing Base or the Commitments of the LendersLenders (except as provided in Section 2.16) or subject the Lenders to any additional obligations, or amend Section 2.16, (cvii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dviii) extend the Revolving Credit Termination Date or Term Termination Date (except as provided in Section 2.18) or otherwise postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateamend Section 2.06, (eix) change limit the percentage liability of Lenders which shall be required for any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders or any of them required above to take any action hereunder such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Agreement, or (jx) release modify, amend or delete the defined term “Change of Control”, or waive any Collateral securing the ObligationsDefault with respect thereto, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (aA) waive any of the conditions specified in Section 3.01, (bB) increase change the Borrowing Base or the Commitments percentage of the Lendersaggregate unpaid principal amount of the Term Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (cC) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations, other than Obligations owing to the Agent and Lenders under the Loan Documents, (D) amend this Section 8.01 or (E) release any Guarantor from its obligations under the Loan Documents (except in connection with a transaction permitted under Section 5.02(e)); and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has any Term Loan if affected by such amendment, waiver or consent (A) reduce the principal of, or interest on, the Notes Term Loans payable to such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (dB) postpone any date fixed for any payment of principal of, or interest on, the Notes Obligations payable to such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eC) change the percentage order of Lenders which shall be required for the Lenders or application of any of them to take prepayment set forth in Section 2.06 in any action hereunder or under any other Loan Documentmanner that materially affects such Lender; provided further, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, the Notes, Agreement may be amended or any other Loan Document (other than the Fee Letter), nor consent to any departure modified only by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Majority Lenders Borrowers, the Guarantors, the Agent and the BorrowerRequired Lenders, and then any provision of this Agreement may be waived by the Borrowers (if such waiver provision requires performance by the Agent or the Lenders) or by the Agent acting with the consent shall be effective only in of the specific instance and for Required Lenders (if such provision requires performance by either of the specific purpose for which givenBorrowers); provided, however, PROVIDED that no amendment, waiver, modification or consent waiver shall, unless in writing and by an instrument signed by all of the Lenders or by the Agent acting with the consent of all of the Lenders, do any of the following: (a) waive any increase or extend the term of the conditions specified in Section 3.01Total Commitment or the Loans, (b) increase extend the Borrowing Base date fixed for the payment of principal of or the Commitments of the Lendersinterest on any Loan, (c) reduce the amount of any payment of principal of, thereof or the rate at which interest on, the Notes is payable thereon or any fees or other amounts fee payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment alter the terms of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datethis Section 8.01, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority the term "Required Lenders,” ", (f) change the fees payable to any Lender except as otherwise provided herein, (g) permit either of the Borrowers to transfer or assign any of its obligations hereunder or under the other Loan Documents, (h) release any Guarantor from its obligations under any Guaranty other than as a result amend the provisions of a transaction permitted herebyArticle 7 hereof, (i) permit give any payment priority to any Person (including any of the Borrower or any Subsidiary to enter into any merger or consolidation Lenders) over amounts due in connection with or into any other Person or amend Section 6.04(a)the Loans, or (j) release any Guarantors or Collateral securing the Obligations, except for releases of Collateral sold (other than as permitted by this Agreement and except for releases a Security Agreement) or (k) amend any provision of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentDocument which requires the action of all Lenders. No Lender failure on the part of the Agent or any Affiliate of a Lender to exercise, and no delay in exercising, any right hereunder shall have any voting rights under any Loan Document operate as a result waiver thereof or preclude any other or further exercise thereof or the exercise of the existence any other right. The remedies herein provided are cumulative and not exclusive of obligations owed to it under Hedge Contractsany remedies provided by law.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances or participations in Letters of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) increase no amendment, waiver or consent shall, unless in writing and signed by the Borrowing Base Required Lenders and each Lender that has or the Commitments is owed obligations under this Agreement that are modified by such amendment, waiver or consent, do any of the Lendersfollowing: (i) increase any Commitment of such Lender other than as provided in Section 2.18 or extend any Commitment of such Lender other than as provided in Section 2.19, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provided in Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)2.19; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which Borrower is a party, nor any consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Majority Required Lenders and the Borrower, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all of the LendersLenders and Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documentto the Lenders, (dbut not the Administrative Agent) hereunder; (c) alter the allocation among Lenders of, or postpone any date fixed for any payment or prepayment (whether or not mandatory) of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend to the Maturity Date Administrative Agent or the Commitment Termination Date, Lenders hereunder; (ed) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (e) change any provision contained in this SECTION 13.9; or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any material Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing material portion of the ObligationsCollateral, except for releases of Collateral sold as permitted by in accordance with the relevant Loan Document. Notwithstanding anything to the contrary contained in this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedSECTION, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to ARTICLE XII without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.014.01, (b) increase or extend the Borrowing Base Commitment of any Lender or the Commitments of the LendersAggregate Commitment other than pursuant to Section 2.23, (c) reduce the principal of, or interest (or rate of interest) on, the Notes any Advance or any fees Fee or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes any Advance or any fees Fee or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 other than pursuant to a transaction permitted by the terms of this Agreement, release any Subsidiary Guarantor from its obligations under the Guarantees or this Section 9.01release any material portion of the Collateral, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by (i) relating to the Administrative Agent or shall be effective without the written consent of the Administrative Agent and (ii) relating to the Issuing Lender Bank shall be effective without the written consent of the Issuing Bank in each case in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may be, be under this Agreement or any other Loan Document, (h) amend the definition of "Agreed Currencies". No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result The Administrative Agent may waive the payment of the existence fee required under Section 9.07(b)(iv) without obtaining the consent of obligations owed any of the Lenders, and (i) amend or waive any provision providing for the pro rata nature of disbursements by or payments to it under Hedge Contractsthe Lenders.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which Borrower is a party, nor any consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by Agent, the Majority Required Lenders and the Borrower, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent or forbearance to act with respect thereto shall, unless in writing and signed by Agent, all of the LendersLenders and Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders or Agent to any additional obligations; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ed) change the percentage of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; or under (e) change any other Loan Documentprovision contained in, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary definition used in connection with, this SUBSECTION 13.3. Notwithstanding anything to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)the contrary contained in this Section, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to SECTION 12 hereof without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders other than as provide in Section 2.16, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(other than as provided in Section 2.15), (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyGuaranty, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b), or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Collateral Trust and Intercreditor Agreement; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No (a) Subject to the further terms of this Section 11.01, other than as set forth in Section 2.04, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBanks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no . No amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any of the conditions specified in Section 3.016.01 or Section 6.02, (b) increase change the Borrowing Base percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Banks, which shall be required for the Banks or any of them to take any action hereunder, or amend the definition herein of “Majority Banks,” (c) amend Section 5.17 in a manner that would alter the pro rata sharing of payments required thereby or (d) amend this Section 11.01. No amendment, waiver or consent shall: (i) change the Commitments of any Bank or subject any Bank to any additional obligations without the Lenderswritten consent of such Bank, (cii) reduce the principal of, or interest on, the Notes Advances or any fees the Ticking Fees, or other amounts amount payable hereunder without the written consent of each Bank directly affected thereby, provided, however, that only the consent of the Majority Banks shall be necessary to amend Section 5.09 or under to waive any other Loan Documentobligation of the Borrower to pay interest at the rate specified in such Section 5.09, (diii) postpone change any date fixed for any payment in respect of principal of, or interest on, the Notes Advances or any fees the Ticking Fees, or other amounts amount payable hereunder or extend without the Maturity Date or the Commitment Termination Date, (e) change the percentage written consent of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), each Bank directly affected thereby or (jiv) release postpone the scheduled date of expiration of any Collateral securing Commitment without the Obligations, except for releases written consent of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no each Bank affected thereby. No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above hereinabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement. (b) Notwithstanding the foregoing, no amendment or amendment and restatement of this Agreement which is in all other respects approved by the Issuing LenderBanks in accordance with this Section 11.01 shall require the consent or approval of any Bank (i) which immediately after giving effect to such amendment or amendment and restatement, shall have no Commitment or other obligation to maintain or extend credit under this Agreement (as so amended or amended and restated), and (ii) which, substantially contemporaneously with the case effectiveness of such amendment or amendment and restatement, shall have been paid in full all amounts owing to it hereunder (including principal, interest and fees). From and after the effectiveness of any such amendment or amendment and restatement, any such Bank shall be deemed to no longer be a “Bank” hereunder or a party hereto; provided, that any such Bank shall retain the benefit of indemnification and other provisions hereof which, by the terms hereof would survive a termination of this Agreement. (c) Notwithstanding any provision herein to the contrary, the Administrative Agent and the Borrower may beamend, under modify or supplement this Agreement or any other Loan Document. No Lender Document to cure or correct administrative errors or omissions, any Affiliate ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of a Lender any other party to such Loan Documents; provided that the Administrative Agent shall have any voting rights under any Loan Document as a result of post such amendment to the existence of obligations owed Banks (which may be posted to it under Hedge Contractsthe Approved Electronic Platform) reasonably promptly after the effectiveness thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders applicable Loan Party and signed or consented to by the Administrative Agent and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Term Commitments or (y) the aggregate unpaid principal amount of the Term Advances that, in each case, shall be required for the Lenders or any of the conditions specified in Section 3.01them to take any action hereunder, (bii) release the Borrowers (or any of them) with respect to the Obligations (except to the extent permitted pursuant to the last sentence of Section 5.02(d)) or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor's liability with respect to the Guaranteed Obligations, (iii) release all or substantially all of the Collateral (other than pursuant to Section 5.02(e) or 9.11), (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Term Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cvi) reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provided by Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.15); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Collateral Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderCollateral Agent, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Contract Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Borrowing Base or the Commitments of the Lendersa Lender or subject a Lender to any additional obligations, (c) reduce the principal of, or interest on, the Contract Notes or any fees or other amounts payable hereunder or under any other Loan Documentto the Lenders hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Contract Notes or any fees or other amounts payable hereunder or extend to the Maturity Date or the Commitment Termination DateLenders hereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Contract Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01waive compliance with Sections 5.02(e) or 6.01(h) (except that Sections 2, 3 and 4 of the Support Agreement may be amended or compliance therewith waived by the Majority Lenders) or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Administrative Agent, as specified in the particular provisions of the Credit Documents, and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Lender without the prior written consent of such Lender, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersLenders whose Commitments or Advances are directly modified thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base or the aggregate Commitments of the LendersLenders except as permitted by Section 2.01(c), (cii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (eiv) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentamend this Section 10.01, (f) amend Section 2.11 or this Section 9.01, (gv) amend the definition of “Majority Required Lenders,” or “Super Required Lenders”, and (hvi) release any Guarantor the Parent from its obligations under any Guaranty other than as a result of a transaction permitted herebythe Guaranty, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (jvii) release any Collateral securing all or substantially all of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Collateral; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No . (b) In addition, none of the following decisions shall be made without the prior written consent of the Super Required Lenders: (i) any waiver or any amendment to the financial covenant contained in Section 7.05 of this Agreement or the definition of “Leverage Ratio”; and (ii) any waiver or any amendment to the provision contained in Section 2.01(a) of this Agreement which limits the Revolving Exposure to the amount of the Revolving Availability or the definition of “Revolving Availability”. (c) In addition, none of the following decisions shall be made without the prior written consent of the Required Lenders: (i) release any Guarantor (except the Parent) from its obligations under any of the Guaranties except as contemplated by the provisions of Section 5.11, provided that the Administrative Agent can, if no Default then exists, release any Subsidiary of the Borrower which no longer owns, operates or manages any Investments or other Property; (ii) release any material Collateral from its Lien securing the Obligations except as contemplated by the provisions of Sections 10.01(a)(vii) and 5.11; (iii) any determination (A) to make a Borrowing after the occurrence and during the continuance of an Event of Default or (B) to waive or modify a material condition precedent to the funding of an Advance or the issuance of a Letter of Credit; (iv) any (A) determination to send notice to the Borrower of, or otherwise declare, an Event of Default pursuant to Section 8.01 of this Agreement, (B) determination to accelerate the Obligations pursuant to Section 8.02 of this Agreement, (C) exercise of remedies under any Credit Document, (D) material decision regarding the operation, maintenance, sale or other disposition of any Property after the foreclosure upon such Property, provided that Administrative Agent shall be able to take any action it determines necessary to preserve or maintain any such Property and provided further that if the Required Lenders cannot agree on the sale or disposition of such Property, the Administrative Agent shall not sell or dispose of such Property, but shall continue to hold such Property for the benefit of the Lenders; (v) to the extent not already covered by the preceding paragraph (b)(i), any waiver or any amendment to the financial covenants contained in Article VII of this Agreement or any definitions used therein; (vi) any other material waiver or modification of the Credit Documents not referred to in this Section 10.01; and (vii) any amendment of any other provision of a Credit Document which expressly requires the consent of the Required Lenders. (d) Any amendment to a covenant of the Parent or any of its Subsidiaries or amendment to a definition shall require the Borrower’s written consent. (e) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement which requires unanimous consent of the Lenders or of a Class of the Lenders, the consent of fifty one percent (51%) [75% with respect to the matters covered in the preceding clause (b)] or more of the Non-Defaulting Lenders entitled to vote on such proposed change, waiver, discharge or termination is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or any Affiliate Lenders with one or more Eligible Assignees pursuant to Section 2.15, provided that (i) at the time of such replacement, each such Eligible Assignee consents to the proposed change, waiver, discharge or termination, (ii) the Borrower shall not have the right to replace a Lender shall have any voting rights under any Loan Document solely as a result of the existence exercise of obligations owed such Lender’s rights (and the withholding of any required consent by such Lender) to it under Hedge Contractsincrease any of such Lender’s Commitments and (iii) the Borrower shall have consummated any such replacement of Lenders within thirty (30) days of the occurrence of the event giving the Borrower the right to cause such replacement. Notwithstanding the foregoing, the Administrative Agent and the Borrower (without the consent of any other Lender or the Issuing Bank) may enter into amendments of any Credit Document solely with respect to corrections of formal defects not having any economic impact.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Term Loan Outstandings, (cii) reduce the principal of, or interest on, the Notes Term Loan or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Term Loan or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (eb) unless in writing and signed by all of the Lenders, do any of the following: (i) change the percentage aggregate unpaid principal amount of Lenders which the Term Loan, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) other than in accordance with Section 8.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend this Section 8.01, (iv) amend Section 2.11 6.01(g) or this waive any provision of Section 9.016.01(g) or any change of control resulting therefrom, (gv) amend Section 6.01(l), (vi) change the definition of the terms Required Lenders or Supermajority Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder, (vii) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document or other than in accordance with Section 5.01(d), release the Borrower from all of its obligations hereunder, (viii) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyEligible Assignee, (iix) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)2.12, or (jx) release except as set forth herein or in the Intercreditor Agreement, consent to the subordination of the Term Loan to any Collateral securing the ObligationsDebt, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, (c) unless in writing and signed by the Administrative Supermajority Lenders, (i) amend the definition of “Borrowing Base” (and the component definitions therein), (ii) increase any advance rate percentage set forth in the definition of “Borrowing Base”, (iii) remove any previously established Availability Reserve, (iii) amend the Intercreditor Agreement, (iv) amend or waive any provision of Section 5.01(j)(iii) or (v) amend or waive any provision of Section 5.03; provided that the foregoing shall not (except as otherwise provided in this Agreement and in respect of changes in methodology of calculating Availability Reserves) limit the discretion of the Agent to change or establish reserves, or (d) unless in writing and signed by the Issuing Lender Agent (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VII or affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders or, where indicated below, all affected Lenders in addition to the Required Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (ii) release any Borrower with respect to the conditions specified Obligations, (iii) reduce or limit the obligations of the Parent Guarantor under Article VII or release the Parent Guarantor or otherwise limit the Parent Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iv) except as otherwise contemplated in Section 3.015.01(j), release any Guaranty that constitutes a material portion of the value of the Guaranteed Obligations (excluding any release of the Guaranty provided by that Parent Guarantor which shall be governed by clause (iii) above), (bv) amend Section 2.13 or this Section 9.01, (vi) increase the Borrowing Base Commitment of any Lender or subject any Lender to any additional obligations (except, in each case, to the Commitments extent contemplated in Section 2.18, Section 2.19 or Section 2.20) without the consent of the Lenderssuch Lender, (cvii) reduce the principal of, or interest on, the Notes Advances of any Lender (except to the extent of any reduction resulting from a Reallocation effected pursuant to Section 2.19 or Section 2.21(a)), or any fees or other amounts payable hereunder or under to any other Loan DocumentLender in each case without the consent of such Lender, (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or to any Lender in each case without the consent of such Lender, (ix) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthan as provided by Section 2.16, (f) amend Section 2.11 or this Section 9.01, (gx) amend the definition of “Majority Lenders,” (h) release Committed Foreign Currencies, Multicurrency Committed Foreign Currencies, Australian Commited Currencies, Singapore Commited Currencies or European Commited Currencies without the consent of any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)affected Lender, or (jxi) release any Collateral securing amend clause (iv) or clause (v) of Section 5.01(p) without the Obligationsconsent of each affected Lender; provided further that no amendment, except for releases waiver or consent shall, unless in writing and signed by the applicable Swing Line Bank or the applicable Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of Collateral sold such Swing Line Bank or of such Issuing Bank, as permitted by the case may be, under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. (b) In the event that any Lender (a “Non-Consenting Lender”) shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders or all affected Lenders and that has been consented to by the Required Lenders, then the Operating Partnership shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given at any time after the date on which such consent was first solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee designated by the Borrowers and approved by the Administrative Agent (such approval not to be unreasonably withheld) or to another Lender (a “Replacement Lender”). No The Replacement Lender shall purchase such interests of the Non-Consenting Lender at par and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07, however the Non-Consenting Lender shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to such assignment. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrowers given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section 9.01(b). The execution and delivery of any such Assignment and Acceptance shall not be deemed to comprise a waiver of claims against any Non-Consenting Lender by the Borrowers or the Administrative Agent or a waiver of any claims against the Borrowers or the Administrative Agent by the Non-Consenting Lender. (c) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Advances or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period), provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any Affiliate fee payable to such Defaulting Lender hereunder, or alter the terms of a Lender shall have any voting rights under any Loan Document as a result this proviso, will require the consent of the existence of obligations owed to it under Hedge Contractssuch Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Documents, nor consent to any departure by the Borrower or any Subsidiary party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders do any of the following: (a) waive any of the conditions specified in Section 3.014.1, (b) increase the Borrowing Base Commitments or other contractual obligations of any Lender to the Commitments of the LendersBorrower under this Agreement, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of the Commitments, or the number or identity of the Lenders which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (d) release any material Subsidiary from liability under the Subsidiary Guaranty, (e) release any other Loan Document, material Collateral; (f) amend Section 2.11 or this Section 9.01modify the definition of "Required Lenders", (g) amend the definition of “Majority Lenders,” modify this Section 10.2; (h) release reduce the principal of, or rate of interest or fees on, the Loans, or subordinate any Guarantor from its obligations under rights of any Guaranty other than as a result Lender with respect to such Lender's Loans, or (i) postpone or extend any scheduled date fixed for the payment in respect of a transaction permitted herebyprincipal of, or interest or fees on, the Loans hereunder. Notwithstanding the foregoing, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or under any other Loan Document. No Document and (ii) any Lender or may, without the consent of any Affiliate other Lender, waive its right to receive its share of a Lender shall have any voting rights under any Loan Document as a result mandatory prepayment of the existence of obligations owed to it under Hedge Contractsits Loans hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower and the BorrowerMajority Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiverwaiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following: (a) increase the Commitment of any Lender or subject it to any additional obligations, (b) reduce the principal of, or interest on, any Loan, any Reimbursement Obligation or any fee or other amounts payable hereunder or (c) postpone any date fixed for any payment of principal of, or interest on, any Loan or Reimbursement Obligation or any fee or other amount payable hereunder, or extend any Letter of Credit (other than an extension thereof pursuant to an “evergreen provision” or other similar automatic renewal provisions or as contemplated by Section 2.03); and provided further that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or Reimbursement Obligations, or the number or percentage of Lenders which that shall be required for the Lenders or any of them to take or approve, or direct the Administrative Agent to take, any action hereunder or under any other Loan Document, Document (f) amend Section 2.11 or this Section 9.01, (g) amend including as set forth in the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby”), (iiii) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a)8.01, or (jiv) release change or waive any Collateral securing the Obligationsprovision of Section 2.13(a), except for releases any other provision of Collateral sold as permitted by this Agreement and except for releases or any other Loan Document requiring pro rata treatment of Collateral as permitted under Section 8.08(b)any Lenders; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Fronting Bank or the Issuing Lender L/C Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Fronting Bank, or the Issuing LenderL/C Agent, as the case may beapplicable, under this Agreement or any other Loan Document. No Lender or any Affiliate This Agreement and the other agreements and instruments referred to herein constitute the entire agreement of a the parties with respect to the subject matter hereof and thereof. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any voting rights under right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms treats any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document as a result if the same is not objected to in writing by the Majority Lenders within five Business Days following the posting of such amendment to the existence of obligations owed to it under Hedge ContractsLenders.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Revolving Credit Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment or mandatory prepayment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 release any Collateral in any transaction other than (x) sales of Inventory in the ordinary course of business or this Section 9.01(y) in connection with the sale of any assets listed on Schedule 5.02(d) or permit the creation, incurrence, assumption or existence of any Lien on any Collateral to secure any obligations other than obligations owing to the Secured Parties under the Loan Documents or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No , (y) no amendment, waiver or consent of Section 8.07(i) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Lenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Affiliate of a Lender shall have any voting rights under any other Loan Document as a result and (z) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in additions to the Lenders required above to take such action, adversely affect the rights or obligations of the existence of obligations owed to it Issuing Banks under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and such amendment, waiver or consent shall be consented to in one or more writings signed by the Majority Lenders and the Borroweror consented to by Determining Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by or consented to by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.012.16 or 2.17, (bii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, that shall be required for Lenders or any of them to take any action hereunder, (iii) amend this Section 8.18, (iv) increase the Borrowing Base or the Commitments of Lenders or subject the LendersLenders to any additional obligations, (cv) reduce or forgive the principal of, or interest on, the Notes Loans, the Reimbursement Obligations or any fees fees, commissions or other amounts payable hereunder or under any other Loan Documenthereunder, (dvi) postpone any date fixed for any payment of principal of, or interest on, the Notes Loans, the Reimbursement Obligations or any fees fees, commissions or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (hvii) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (jviii) release any Collateral securing change the Obligationsdefinition of Determining Lenders; provided, except for releases further, that no term or condition relating to (A) Swing Line Loans may be amended or waived unless in writing and signed by Swing Line Bank or (B) the Letters of Collateral sold as permitted Credit may be amended or waived unless in writing and signed by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Issuing Bank; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Lender under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No An amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor a consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingbe effective to: (a) waive any of the conditions specified in Section 3.01Article III, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of any Advance or the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthis Agreement, (f) amend Section 2.11 or this Section 9.019.1, (g) amend the definition amend, waive or consent to any departure of “Majority Lenders,” any provision in Article VI or (h) except as provided below, release any Guarantor Borrower or Holding or any Restricted Affiliate from its obligations under any Guaranty other than as a result of a transaction permitted herebyguarantee in Article VI, (i) permit the Borrower Holding Guarantee or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Restricted Affiliate Guarantee, or (j) release any Collateral securing as the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)72 67 case may be; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the Issuing Lender CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, CAF Advance Agent under this Agreement or any other Loan Document. No Lender or any Affiliate Note; provided, still further, that the guarantee of a Lender Borrower under Article VI and of a Restricted Affiliate under its Restricted Affiliate Guarantee shall have any voting rights be released automatically upon (i) the sale by the Company of such Borrower or Restricted Affiliate, provided that such sale is permitted under any Loan Document as this Agreement, or (ii) such Borrower or Restricted Affiliate ceasing to be a result of the existence of obligations owed to it under Hedge ContractsBorrower or a Restricted Affiliate hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 2.01, Section 2.13, Section 2.14(a) or this Section 9.01, (f) release the Guaranty or any guarantor thereunder (other than the release of a guarantor which is one of the Borrower's Subsidiaries in connection with the sale or transfer thereof, whether by sale of stock, merger, consolidation or otherwise, to the extent permitted under this Agreement), or (g) amend the definition definitions of “"Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement " and except for releases of Collateral as permitted under Section 8.08(b)"Maturity Date"; and providedPROVIDED, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, Agreement may be modified or supplemented only by an instrument in writing signed by the NotesBorrowers and the Majority Lenders, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or Borrowers and the Administrative Agent acting with the consent of the Majority Lenders, and any Subsidiary therefrom, shall in any event provision of this Agreement may be effective unless the same shall be waived only by an instrument in writing and signed by the Majority Lenders and or by the BorrowerAdministrative Agent acting with the consent of the Majority Lenders; provided that: (a) no modification, and then such supplement or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase, do any or extend the term of the followingCommitments, or extend the time or waive any requirement for the reduction or termination of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan or any fee payable hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable on such principal or any such fee is payable, (v) alter the rights or obligations of any Borrower to prepay Loans or (vi) alter the amount set forth in clause (iii) of the proviso to Section 2.01(a) hereof or alter the percentage set forth in Section 2.10(c)(v) hereof; (b) no modification, supplement or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (ai) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as between the Lenders or as between Syndicated Loans or Money Market Loans, (ii) alter the terms of this Section 11.04 or Section 2.11, 4.02, 4.07 or 10.09 hereof, (iii) modify the definition of the term “Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, or (iv) waive any of the conditions specified precedent set forth in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, 6.01 hereof; and (c) reduce the principal ofany modification or supplement of Section 10 hereof, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent hereunder, shall require the consent of the Administrative Agent. For purposes of this Section 11.04 and Section 11.06(c) hereof, no modification, supplement or waiver relating to any of Sections 7, 8 and 9 of this Agreement shall be deemed to increase, or extend the Issuing term of, the Commitments. Anything in this Agreement to the contrary notwithstanding, if at a time when the conditions precedent set forth in Section 6 hereof to any Loan hereunder are, in the opinion of the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the case may beDefaulting Lender shall (unless the Borrowers and the Majority Lenders, determined as if the Defaulting Lender were not a “Lender” hereunder, shall otherwise consent in writing) be deemed for all purposes relating to amendments, modifications, waivers or consents under this Agreement (including, without limitation, under this Agreement Section 11.04) to have no Loans or any other Loan Document. No Lender or any Affiliate Commitments, shall not be treated as a “Lender” hereunder when performing the computation of a Lender Majority Lenders, and shall have any voting no rights under the preceding paragraph of this Section 11.04; provided that any Loan Document as a result action taken by the other Lenders pursuant to this paragraph with respect to the matters referred to in clause (a) or (b) of the existence of obligations owed to it under Hedge Contractspreceding paragraph shall not be effective as against the Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, any Note or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Parent, the Borrower or any Subsidiary herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and Parent, the BorrowerBorrower or such Subsidiary, as the case may be, as to amendments, and then by the Majority Banks in all cases, and then, in any case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all 100% of the LendersBanks, do any of the following: (a) waive any change the definition of the conditions specified in Section 3.01"Majority Banks", "Commitment", or "Pro Rata Percentage", (b) forgive or reduce or increase the Borrowing Base or the Commitments amount of the LendersCommitment of any Bank or subject any Bank to any additional obligations, (c) forgive or reduce the principal of, or rate or amount of interest onapplicable to, any Loan, other than as provided in this Agreement or forgive or reduce the Notes amount of the commitment fee or any fees or other amounts payable hereunder or under any other Loan DocumentLetter of Credit Fee, (d) postpone any date fixed for any payment or prepayment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination DateNotes, (e) change Section 13.15 or this Section 13.18, (f) change the percentage aggregate unpaid principal amount of Lenders the Notes, or the number of Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01hereunder, (g) amend waive any of the definition of “Majority Lenders,” conditions specified in Section 8.1 or Section 8.2, or (h) except as otherwise provided herein, release all or substantially all of any Guarantor collateral or release the Parent from its obligations under any the Parent Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing Affiliate Guarantor for its obligations under the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Affiliate Guaranty; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement Agreement, any Note or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which any Obligated Party is a party, nor any consent to any departure by the Borrower or any Subsidiary Obligated Party therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Majority Lenders Required Banks and the Borrowerapplicable Obligated Party, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by all of the LendersBanks and Parent, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Banks; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend hereunder; (d) waive any of the Maturity Date or the Commitment Termination Date, conditions specified in Article 5; (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Document, this Agreement; (f) amend Section 2.11 or change any provision contained in this Section 9.01, 12.18; or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor collateral or any Guarantor; except that Agent may release, without the consent or agreement of any Bank, (i) any Lien in collateral which secures the Obligations if such collateral is permitted to be disposed of under this Agreement and (ii) any Obligated Party from its their obligations under any Guaranty other than the Loan Documents if such Obligated Party is no longer a PA or is no longer owned by Parent or a Subsidiary as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedAgreement. Notwithstanding anything to the contrary contained in this Section, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to Article 11 hereof without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Documents, nor consent to any departure by the Borrower or any Subsidiary therefromtherefor, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (ei) change the percentage aggregate unpaid principal amount of Lenders which the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, ; (fii) amend Section 2.11 or this Section 9.018.01; (iii) reduce the principal of, or interest on (g) amend including, without limitation, the definition rate of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyinterest), (i) permit the Borrower Notes or any Subsidiary to enter into any merger fees or consolidation with or into any other Person or amend Section 6.04(a), amounts payable hereunder; or (jiv) release postpone the Maturity Date or any Collateral securing date fixed for any payment of interest on the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Notes or any fees or other amounts payable hereunder; and provided, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentNote. No Lender Notwithstanding anything herein to the contrary, the Borrower, the Lenders and the Administrative Agent hereby agree that an additional lender may accede to this Agreement and make an additional advance to the Borrower in the amount of up to U.S. $10,000,000, which advance shall, when made, be treated as an Advance hereunder for all purposes hereof, without the necessity of such further approval or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result consent of the existence of obligations owed to it under Hedge ContractsLenders. Such accession shall be made by a written instrument entered into among the Borrower, such additional lender and the Administrative Agent.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than Guaranteed Hedge Agreements, for which the Fee Letterterms of such agreements shall govern and control), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) amend this Section 10.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cv) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvi) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, (vii) extend the Maturity Date or the Commitment Termination Date, other than as provided by Section 2.16, (eviii) change the percentage of Lenders which shall modify any provisions requiring payment to be required made for the Lenders ratable account of the Lenders, or any of them to take any action hereunder or under any other Loan Document, (fix) amend Section 2.11 or this Section 9.01, (g) amend modify the definition of “Majority Lenders,” (h) release Pro Rata Share; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of any Guarantor from its obligations Issuing Bank, as the case may be, under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Documents. (b) In the event that any Lender (a “Non-Consenting Lender”) shall fail to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to a Replacement Lender, provided that (i) as of such Consent Request Date, no Default or Event of Default shall have occurred and be continuing, (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent and (iii) the replacement of any Affiliate of a Non-Consenting Lender shall have any voting rights under any Loan Document as a result be consummated in accordance with and subject to the provisions of the existence of obligations owed to it under Hedge ContractsSection 2.