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 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 2.20, 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 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 reinstate the Commitments of the LendersLenders (other than pursuant to Section 2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of 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 Date(other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders which that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.11 2.05(c) or this Section 9.01, 2.16 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, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the LC Issuing Lender Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, under shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other Loan Documentobligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. No 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 Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority 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), 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 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)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), 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. (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 Except as otherwise contemplated by Section 8.07 and the Subsidiary Guaranty, 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 Subsidiary Guaranty, 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, except for clause (v) hereof), 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 Borrowing, Section 3.02, (bii) increase change the Borrowing Base number of Lenders or the Commitments 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 of any of them to take any action hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty issued by it or release such Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor’s liability with respect to the Obligations owing to the Administrative Agent and the Lenders, (civ) amend Section 2.13, (v) 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) increase the Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes held by 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 held by 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 application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; 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), 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 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), 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 any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders (except pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes A 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 A Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(except pursuant to Section 2.16), (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the A Advances, or the number of Lenders, which 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 2.16, Section 2.18 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 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 under this Agreement; and provided further, that no amendment, modification, termination or waiver of the Issuing principal amount of any B Advance or payments or prepayments by the Borrower in respect thereof, the scheduled maturity dates of any B Advance, the dates on which interest is payable and decreases in interest rates borne by B Advances shall be effective without the written concurrence of the Lender which has funded such B Advance and provided, further that no amendment of Section 2.19 shall be effective without the written consent of each Granting Lender, as the case may be, under this Agreement all or any other Loan Document. No Lender or any Affiliate part of a Lender shall have any voting rights under any Loan Document as a result whose outstanding Loans is being funded by an SPC at the time of the existence of obligations owed to it under Hedge Contractssuch amendment.

Amendments, Etc. No Except as otherwise contemplated by Section 8.07 and the Subsidiary Guaranty, 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 Subsidiary Guaranty, 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 LendersLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender, except for clause (v) hereof), 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 of any of them to take any action hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty issued by it or release such Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties, (iv) amend Section 2.13, or (v) 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 has a Commitment under the Revolving Credit Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Borrowing Base or the Commitments of the Lenderssuch Lender (including any increase pursuant to Section 2.18), (cii) reduce the principal of, or interest on, the Notes held by 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 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 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 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 the Issuing Lender Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent 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, 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 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. (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 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 (except, in each case, to the extent contemplated in Section 2.18), (cv) reduce the principal of, or interest on, the Notes 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 of a transaction permitted herebyprovided by Section 2.16; provided further that no amendment, (i) permit waiver or consent shall, unless in writing and signed by the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Swing Line Bank, or (j) release any Collateral securing each Issuing Bank, as the Obligationscase may be, except for releases in addition to the Lenders required above to take such action, affect the rights or obligations of Collateral sold the Swing Line Bank, or of the Issuing Banks, 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 and that has been consented to by 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. No Lender or any Affiliate of a The Replacement Lender shall have any voting rights under any Loan Document as a result purchase such interests of the existence Non-Consenting Lender at par and shall assume the rights and obligations of obligations owed 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 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. 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 Borrower or the Administrative Agent or a waiver of any claims against the Borrower or the Administrative Agent by the Non-Consenting 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 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)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)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, 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. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), Agreement nor consent to any departure by the Borrower or any Subsidiary therefrom, Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerAgent, 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, that 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, Article III except as otherwise provided therein; (bii) increase the Borrowing Base or the Revolving Credit Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (ciii) reduce the principal of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or under any other Loan Document, the Letter of Credit Obligations; (div) postpone any final maturity date fixed for any payment of principal of, or interest on, the Notes Loans or any fees or the Letter of Credit Obligations or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ev) change the percentage of the Revolving Credit Commitments, the aggregate unpaid principal amount of the Loans or the aggregate amount of the Letter of Credit Obligations, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder; (vi) release or under subordinate any other Collateral or release any Loan Document, Party except as shall otherwise be provided in Section 7.5 or in the Collateral Documents; or (fvii) 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)10.1; and provided, further, that no amendment, waiver or consent shall, shall (x) 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 under this Agreement or the Issuing Lenderother Loan Documents; (y) unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above to take such action, as affect the case may be, rights or obligations of the Swing Loan Lender under this Agreement or any other Loan Document. No Lender ; and (z) unless in writing and signed by the Issuer in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuer under this Agreement or any Affiliate of a Lender shall have any voting rights under any other 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 Company or any Subsidiary other Borrower 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 affected thereby, 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 (other than in accordance with Section 2.19 or Section 2.20) 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 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 Date(other than in accordance with Section 2.20), (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 release or this Section 9.01otherwise limit the Company's liability with respect to its obligations under Article VII, (g) amend contractually subordinate the definition of “Majority Lenders,” Obligations hereunder to any other indebtedness or other obligation or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, amend this Section 9.01; and provided further that (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, (ii) no amendment, waiver or consent shall, unless in writing and signed by each of the Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of any Affiliate of a the Issuing Banks in their capacities as such under this Agreement; (iii) 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 (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 existence applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of obligations any Defaulting Lender may not be increased or extended, nor amounts owed to it under Hedge Contractssuch Defaulting Lender reduced, or the final maturity thereof extended, without the consent of such Defaulting Lender, and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (iv) this Agreement may be amended with the written consent of the Agent, each Issuing Bank, the Company and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” or Section 2.03 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 2.03; (v) in order to implement any Commitment Increase pursuant to Section 2.19, this Agreement may be amended for such purpose (but solely to the extent necessary to implement such increase and otherwise in accordance with Section 2.19) by the Company, the Agent and the Lenders providing such increase; (vi) in order to implement any extension approved pursuant to Section 2.20, this Agreement and any Notes may be amended for such purpose (but solely to the extent necessary to implement such extension and otherwise in accordance with Section 2.20) by the Company and the Agent; (vii) this Agreement may be amended by the Company, the applicable Designated Subsidiary and the Agent to add such provisions as are deemed necessary, in the sole discretion of the Agent, to facilitate the addition of any Designated Subsidiary designated pursuant to Section 9.09; (viii)(A) each L/C Issuing Bank’s Letter of Credit Commitment may be amended from time to time by the Company, the Agent and such Issuing Bank, and (B) with respect to any Lender that becomes an Issuing Bank pursuant to this Agreement, this Agreement may be amended by the Company, the Agent and such Issuing Bank to add the Letter of Credit Commitment of such Issuing Bank; and (ix) if the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any Note (including the schedules and exhibits thereto), then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this 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 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 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 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. 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 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, 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, 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 Banks and (in the Borrowercase of an amendment) the Company, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that except as otherwise expressly provided in this Agreement, however, that no amendment, waiver, waiver or consent shall, (a) unless in writing and signed by all the LendersBanks, do any of the following: (ai) waive any of the conditions specified in Section 3.015.01, (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 definition of “Majority Banks” or the number or percentage in interest 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 Document(iii) amend this Section 10.01, (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 herebyunless in writing and signed by each Bank adversely affected thereby, (i) permit increase the Borrower Commitment of any Bank, increase the LC Exposure of any Bank or otherwise subject any Bank to any additional obligations, (ii) reduce the amount of, or interest on, any LC Reimbursement Obligation of the Company to any Bank or the principal of, or rate of interest on, any Advance or any Subsidiary fees, commissions or other amounts payable by the Company to enter into any merger Bank hereunder, (iii) postpone the scheduled date for any payment of any LC Reimbursement Obligation (or consolidation interest thereon) or any principal of, or interest on, the Advances or any fees, commissions or other amounts payable by the Company to any Bank hereunder, or change the Outside Expiry Date or (iv) alter the manner in which payment of LC Reimbursement Obligations or interest thereon or of principal of, or interest on, the Advances or any fees, commissions or other amounts is to be applied as among the Banks and (c) no consent with respect to any amendment, waiver or into other modification of this Agreement or any Note shall be required of (i) any Defaulting Bank, except with respect to any amendment, waiver or other Person or amend Section 6.04(amodification referred to in subclauses (b)(i), (b)(ii) and (b)(iii) of this proviso and then only in the event such Defaulting Bank shall be adversely affected by such amendment, waiver 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)other modification; 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 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 and the Notes, (y) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank directly affected thereby in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under this Agreement and (z) the Company and any Issuing Bank may increase or decrease the Fronting Commitment of such Issuing Bank by an instrument in writing signed by each of them without the consent of any other Loan Documentparty hereto. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result This Agreement and the Notes constitute the entire agreement of the existence of obligations owed parties with respect to it under Hedge Contractsthe subject matter hereof.

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. 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 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, 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 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 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 (a) no amendment, waiverwaiver or consent shall, unless in writing and signed by the Requisite Lenders, waive any of the conditions specified in Section 3.01 or 3.02, (b) no amendment, 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: (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 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 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) reduce or limit the obligations of the Guarantors under Section 6.01 or, except as expressly permitted under the Subsidiary Guaranty, Section 1 of the Subsidiary Guaranty or otherwise limit the Guarantors' liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, except as expressly permitted therein, (iii) except as expressly permitted hereunder or under the Collateral Documents, release any other Loan Documentmaterial portion of the Collateral in any transaction or series of related transactions, or (fiv) amend Section 2.11 or this Section 9.019.01 and (c) no amendment, (g) amend waiver or consent shall, unless in writing and signed by the definition of “Majority Lenders,” (h) release any Guarantor from its obligations Required Lenders and each Lender that has a Commitment under any Guaranty other than as a result of a transaction permitted herebythe Term Facility or Revolving Credit Facility if affected by such amendment, waiver or consent, (i) permit increase the Borrower 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 Subsidiary fees or other amounts payable hereunder to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)such Lender, or (jiii) release postpone any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted date fixed under Section 8.08(b)2.04 for any payment of principal of or fixed under Section 2.06 or 2.07 for any payment of any interest on, the Notes held by such Lender or fixed under Section 2.08 for payment of any fees payable hereunder to such Lender; provided further that no amendment, 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 the Issuing Banks under this 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 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. (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. (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. (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 amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this AgreementAgreement may be modified or supplemented only by an instrument in writing signed by the Company, the NotesAdministrative Agent and the Required Lenders, or by the Company and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; PROVIDED that: (a) 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: (i) increase, or extend the term of any of the Commitments, or extend the time or waive any requirement for the increase, reduction or termination of any of the Commitments, (ii) extend or postpone the date fixed for the payment of principal of or interest on any Loan, or any other Loan Document fee hereunder, (other than iii) reduce the Fee Letter)amount of any such payment of principal, nor consent to any departure by (iv) reduce the Borrower rate at which interest is payable thereon or any Subsidiary therefromfee is payable hereunder, shall (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of Section 4.2, 4.7 or 11.9 hereof or this Section 12.5, (vii) modify the definition of the term "Required Lenders", or modify in any event be effective unless other manner the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver number 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 percentage of the following: Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (aviii) release any Obligor hereunder, (ix) waive any of the conditions specified precedent set forth in Section 3.017.1 hereof, or (x) release the pledge of stock of Genzyme Securities Corporation, other than in exchange for a pledge of stock of the surviving entity under the terms of Section 9.5(d)(i) hereof; (b) increase any modification or supplement of Section 11 hereof shall require the Borrowing Base or the Commitments consent of the Lenders, Administrative Agent; and (c) reduce any modification or supplement of Section 6 hereof shall require the principal of, or interest on, consent of each Subsidiary Guarantor (PROVIDED that any Subsidiary of 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 Company may become a party 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 Agreement 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 Guarantor" hereunder as provided in Section 6.04(a9.13 hereof), 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 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, 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. 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 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 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. (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, 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, 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 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 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: (a) waive any of the conditions specified in Section 3.013.01 without the written consent of each Bank, (b) increase the Borrowing Base Commitment of any Bank or subject any Bank to any additional obligations without the Commitments written consent of the Lenderssuch Bank, (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, without the written consent of each Bank affected thereby, (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 without the Maturity Date or the Commitment Termination Datewritten consent of each Bank affected thereby, (e) change amend the percentage definition of Lenders which shall be required for "Required Banks" without the Lenders written consent of each Bank; or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 2.14 or this Section 9.01, (g) amend 8.01 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)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 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 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 obligations owed to it any Issuing Bank 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), 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, 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, 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. 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. 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, 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 11.1, (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 or the Issuing Lender Sponsor from its obligations pursuant to this Agreement, (vi) modify the definition of “Required Participants,” or (vii) modify Section 2.9, Article 4, Article 10 or this Section 15.2. 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, the Servicer and the Sponsor may, without the consent of or any Affiliate 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 a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document Notes (other than the Fee Letterif any), 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 relevant Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, without the consent of any affected Lender, (b) increase the Borrowing Base or the Commitments of the Lendersany affected Lender, (c) reduce the principal of, or interest on, the Notes (if any) or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes (if any) or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateto such Lender, (e) change the percentage of Lenders which the Commitments or the aggregate unpaid principal amount of the Notes (if any), or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder without the consent of all Lenders, or under any other Loan Document, (f) amend Section 2.11 or this Section 9.018.01 without the consent of all Lenders; and provided further that without the consent of all Lenders, (g) amend to the definition extent that the Lenders have any rights of “Majority Lenders,” (h) consent with respect thereto, the Collateral Agent shall not release the security interest of the Lenders in any Guarantor from its obligations under any Guaranty of the Collateral other than as a result in accordance with the terms 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)or the other applicable Loan Documents; 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 other Loan DocumentNote. 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.CERC 364-Day Revolving Credit 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)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 (except to the extent contemplated in Section 3.019.17), (biii) 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 5.01(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), (v) amend Section 2.13, Section 2.05(a) (only with respect to the requirement in such Section that any election to terminate or reduce outstanding Commitments must be done ratably among the Lenders in accordance with their Commitments to the relevant Tranche or Subfacility) 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 other than as provided by Section 2.16 or any of them to take any action hereunder or under any other Loan Document9.01(c), (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 Committed Currencies or Singapore Committed 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 the other Loan Documents. In addition, if either (i) the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature in any of the Loan Documents or (ii) the Operating Partnership shall request one or more amendments of a technical nature to this Agreement in connection with the addition of a new Supplemental Tranche or a new Committed Foreign Currency that the Administrative Agent agrees is appropriate, then the Administrative Agent and the Borrowers shall be permitted to amend such this Agreement and/or the applicable Loan Document without any further action or consent of any other Loan Document. No Lender or any Affiliate party if the same is not objected to in writing by the Required Lenders (or, if such amendment relates solely to a specific Tranche, the Tranche Required Lenders in respect of a Lender shall have any voting rights under any Loan Document as a result such Tranche) to the Administrative Agent within ten (10) Business Days following receipt of the existence of obligations owed to it under Hedge Contractsnotice thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Credit Agreement or any other Loan Document (other than the Fee Letter)Credit Document, 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 (or by the Agent on their behalf), or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the BorrowerMajority Lenders (or by the Agent on their behalf), 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, howeverthat, that notwithstanding the foregoing: (a) no amendment, waiverwaiver or consent shall, unless in writing and signed by all of the Lenders, increase the percentages in clause (a)(i) or (a)(ii) of the definition of the term Borrowing Base. (b) 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, (bi) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except pursuant to an increase in Commitments or obligations arising under Section 11.6 hereof); (ii) except as otherwise expressly provided in this Credit Agreement, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or drawing under any other Loan Document, Letter of Credit or any fees hereunder; (diii) postpone any date fixed for any payment in respect of principal of, or interest on, the Notes or for the reimbursement of any drawing under any Letter of Credit or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (eiv) change the percentage of Lenders which shall be required the Commitments, or any minimum requirement necessary for the Lenders or any of them the Majority Lenders to take any action hereunder or under any other Loan Document, hereunder; (fv) amend Section 2.11 or waive this Section 9.0111.10, (g) amend or change the definition of “Majority Lenders,” ; (hvi) except in connection with the financing, refinancing, sale or other disposition of any Collateral of Borrowers permitted under this Credit Agreement, release Agent’s Liens on all or a substantial portion of the Collateral; or (vii) release any Borrower or Subsidiary Guarantor (other than a Subsidiary Guarantor that is an Immaterial Subsidiary) from its obligations under any Guaranty other than as a result of the Credit Documents except pursuant to 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 Agreement; and providedand, further, provided that no amendment, waiver or consent shallaffecting the rights or duties of the Agent or any Issuing Bank under, (x) in the case of the Agent, any term or provision of this Credit Agreement and (y) in the case of any Issuing Bank, (1) Sections 3.3, 3.4, 3.6 and 3.8 of this Credit Agreement, (2) any Letter of Credit or (3) any L/C Application, shall in any event be effective, unless in writing and signed by the Administrative Agent or the such Issuing Lender Bank, as applicable, in addition to the Lenders required above hereinabove to take such action, affect the rights or duties . Notwithstanding any of the Administrative foregoing to the contrary, the consent of Borrowers shall not be required for any amendment, modification or waiver of the provisions of Article 10 (other than the provisions of Section 10.9). In addition, Borrowers and the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or supplementing Annex I from time to time in the manner requested by Borrowers, the Agent or any Lender in order to reflect any assignments or transfers of the Issuing Loans as provided for hereunder; however, provided that the Agent shall promptly deliver a copy of any such modification to the Funds Administrator and each Lender. (c) If a Defaulting Lender exists or, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, the consent of Majority Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.10(c) below being referred to as a “Non-Consenting Lender”), then, in respect of any Defaulting Lender or Non-Consenting Lender (so long as Agent is not a Non-Consenting Lender), at Funds Administrator’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from such Defaulting Lender or Non-Consenting Lender, as the case may beapplicable, under this Agreement or any other Loan Document. No and such Defaulting Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document Non-Consenting Lender, as a result applicable, agrees that it shall, upon Agent’s request, sell and assign to Agent or such Person, all of the existence Commitments of obligations owed such Defaulting Lender or Non-Consenting Lender, as applicable, for an amount equal to it under Hedge Contractsthe principal balance of all Loans held by such Defaulting Lender or Non-Consenting Lender, as applicable, and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption 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 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) permit the creation, incurrence, assumption or existence of any Lien on any individual Unencumbered 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 I Termination Date (except as provided in Section 2.18), extend the Term II Termination Date 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, any Note or any other Loan Document (other than the Fee Letter)Security 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 (other than fees payable to the Maturity Date or 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 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 this Agreement, any Note or this Section 9.01any Security Document in a manner intended to prefer one or more Lenders over any other Lenders, (g) amend the definition of “Majority Lenders,” this Section 10.01, or (h) release any Guarantor from its obligations under any Guaranty other all or substantially all of the Collateral otherwise than as a result of a transaction permitted hereby, (i) permit in accordance with the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)provisions for such release contained in the Security Documents, or (j) change any provision of any Security Document providing for the release any Collateral securing of 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 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. 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 Borrower, the Lessee, 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, the Agent, 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 shallshall be effective, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01by each Bank directly affected thereby to, (bi) increase the Borrowing Base or the Commitments of the LendersBanks or any Bank, (cii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Note or any fees or other amounts payable hereunder or hereunder, (iv) extend the Maturity Date or the Commitment Termination Date, (ev) waive or amend or consent to any variance in the performance of any provision specifically requiring the Majority Banks' and the Agent's consent in this Agreement, any Lease Document, the Residual Guaranty, the Guaranty, the Lessee Consent, or the Guarantor Consent or of any other provision in the Loan Documents, or (vi) amend SECTION 7.6; (b) by all the Banks to (i) change the percentage number 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, (fii) amend Section 2.11 SECTION 2.12 or this Section 9.01SECTION 9.1, (giii) release the Guarantor from its obligations under the Guaranty, the Residual Guaranty or the Guarantor's Consent; (iv) release any Collateral; (v) 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)Banks"; 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.or

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, 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 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 3.01, 3.02 or 3.03, (b) increase the Borrowing Base or extend the Commitments of the Lenders, increase any Borrower's Sublimit to an amount greater than the amount specified in Section 2.04(c)(ii)(B) 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 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 (a) Except as provided in Section 8.01(c), 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 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by Borrower and all the Lenders, do any of the following: (ai) waive change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, or the definition of “Required Lenders”, (ii) release any material Guarantor from its obligations under the Guarantee (except as otherwise permitted herein or in the other Loan Documents), (iii) amend the proviso of Section 8.06, or (iv) amend this Section 8.01and (b) no amendment, waiver or consent shall, unless in writing and signed by Borrower and each Lender that has or is owed obligations under this Agreement that are adversely modified by such amendment, waiver or consent, do any of the conditions specified in Section 3.01, following: (bi) increase the Borrowing Base or the Commitments any Commitment of the such Lenders, (cii) reduce or forgive the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under change the currency in which the Advances or any fees or other Loan Documentamounts are made by such Lender or are payable to such Lender; provided that only the consent of the Required Lenders shall be necessary to amend Section 2.07(b)or to waive any obligation of Borrower to pay any increased interest pursuant to Section 2.07(b), (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 Date, (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 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(aSection2.13(a), or (j) release any Collateral securing Section 2.15 in a manner that would alter 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 in which payments are shared; 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 Borrower and 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 Notwithstanding the foregoing, any amendment that shall cure any ambiguity, omission, mistake, defect or inconsistency shall be effective if the same shall be in writing and signed by Borrower and the Agent. (b) If any Lender does not consent to a proposed amendment, waiver, consent or any Affiliate of a Lender shall have any voting rights under release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, Borrower may replace such non-consenting Lender (a “Non-Consenting Lender”) or replace such Non-Consenting Lender from the class of Advances for which consent is being sought, in each case, in accordance with Section 8.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by Borrower to be made pursuant to this paragraph). (c) Without notice to or the consent of any Lender, Borrower or the Agent, on the Initial Maturity Date and without any action by the Agent, any Loan Party or any Lender, this Agreement and the Guarantee shall automatically be amended as follows in order to make the restrictions, requirements, rights and remedies described below that are contained in this Agreement and the Guarantee substantially identical to the restrictions, requirements, rights and remedies set forth under “Description of Notes” in Exhibit I (with mechanical and conforming changes to cross-references to provisions of this Agreement and to refer where the context requires to, among other things, “Borrower,” this “Agreement,” the “Guarantee,” the “Advances,” the “Lenders,” the “Agent” and “prepayments” rather than the “Issuer,” the “Indenture,” the “Notes,” the “Holders,” the “Trustee” and “purchases”): (i) the provisions of Section 2.10(b) shall be amended to conform to the provisions described under “Description of exchange notes—Repurchase at the option of holders”; (ii) the affirmative covenants set forth in Section 5.01 of this Agreement will be amended or deleted to conform to the affirmative covenants set forth under “Description of exchange notes— Certain Covenants” in Exhibit I; (iii) the negative covenants set forth in Section 5.02 of this Agreement will be amended or deleted to conform to the negative covenants set forth under “Description of ex- change notes—Certain covenants” in Exhibit I (but any Schedule referred to in Exhibit I shall remain as a Schedule to this Agreement); (iv) the Events of Default and remedies set forth in Section 6.01 of this Agreement will be amended or deleted to conform to those described under “Description of exchange notes—Events of default and remedies” in Exhibit I (it being understood that any event in existence prior to the Initial Maturity Date that is continuing shall be taken into account in determining whether any Default or Event of obligations owed Default exists from and after the Initial Maturity Date); (v) defined terms used in sections amended pursuant to it the foregoing provisions shall be deleted (to the extent no longer used in this Agreement or any Loan Document) and new defined terms shall be added from or conformed to, as applicable, the definitions contained under Hedge Contracts“—Certain definitions” in Exhibit I; (vi) clause (a) of this Section will be amended, to the extent applicable, to (A) require the consent of each Lender for amendments and waivers that would require the consent of each affected holder of Exchange Notes and (B) permit the Agent and Borrower to amend or supplement this Agreement and the other Loan Documents without the consent of any Lender to the extent a corresponding amendment or supplement would not require the consent of any holder of Exchange Notes under the Exchange Notes Indenture; and (vii) Section 8.20 and the Guarantee shall be amended to conform to the release of guarantor provisions contained under “Description of exchange notes—Guarantees” in Exhibit I. In furtherance of the foregoing, the Agent and Borrower will use commercially reasonable efforts to document the amendments to this Agreement and the Guarantee set forth in this Section 8.01(c) in order to give effect to the intent of this clause (c) no later than the Initial Maturity Date and unless the Required Lenders shall have objected to such amended and restated agreement within five Business Days following the date a final draft of such agreement is provided to the Required Lenders, Borrower and the Agent, on behalf of the Lenders, shall enter into such amended agreements and such amended agreements shall be deemed to be this “Agreement” and the “Guarantee” for all purposes of the Loan Documents.

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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLender Parties (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 Section 3.02 or, in the case of the Initial Extension of Credit, Section 3.03, (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 definition of Required Lenders or the percentage of Lenders which (w) the Commitments, (x) the aggregate unpaid principal amount of the Advances, (y) 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 or under (z) the aggregate Face Amount of outstanding Bankers' Acceptances or Notional Bankers' Acceptances that, in each case, shall be required for the Lenders or any other Loan Documentof them to take any action hereunder, (fiii) unless in connection with a disposition of such Guarantor as permitted under the Credit Agreement, release one or more Guarantors (or otherwise limit such Guarantors' liability with respect to the Obligations owing to the Agents and the Lender Parties under the US Subsidiary Guaranty or the Canadian Subsidiary Guaranty, as applicable) if such release or limitation is in respect of all or substantially all of the value to the Lender Parties of the US Subsidiary Guaranty and the Canadian Subsidiary Guaranty, or (iv) amend Section 2.11 2.14 or this Section 9.018.01, (gb) amend no amendment, waiver or consent shall, unless in writing and signed by the definition of “Majority Lenders,” Required Lenders and each Lender (h) release any Guarantor from its obligations under any Guaranty other than as any Lender that is, at such time, a result of Defaulting Lender) that has a transaction permitted herebyCommitment under, or is owed any amounts under or in respect of, the Term A Facility or the Revolving Credit Facility if such Lender is directly and adversely affected by such amendment, waiver or consent: (i) permit increase the Borrower Commitments of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Notes held by such Lender or the Advances or any Subsidiary fees or other amounts stated to enter into be payable hereunder to such Lender; or (iii) postpone or forgive any merger or consolidation with or into date scheduled for any other Person or amend Section 6.04(a)payment of principal of, or interest on, the Advances pursuant to Section 2.04 or 2.08 or any date fixed for any payment of fees hereunder or any Guaranteed Obligations payable under the US Subsidiary Guaranty, the Canadian Subsidiary Guaranty or the Parent Guaranty and (jc) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Revolving Credit Lender (other than any Lender that is, at such time, a Defaulting Lender) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement Parent Guarantor (or otherwise limit the Parent Guarantor's liability with respect to the Obligations owing to the Agents and except for releases of Collateral as permitted the Lender Parties under Section 8.08(b)the Parent Guaranty) from its Obligations owing to the Agents and the Lender Parties under the Parent Guaranty; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by each Canadian Lender or each Issuing Bank, as the Administrative Agent case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Canadian Lenders or of the Issuing Lender Banks, as the case may be, under this Agreement; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by an Agent 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; provided, further, that, except as expressly provided in clauses (b)(i), (ii) and (iii) above, no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Required Revolving Credit Lenders, adversely affect the rights under any Loan Document as a result of the existence US Revolving Credit Lenders and there shall be no amendment to the definition of obligations owed Required Revolving Credit Lenders without the consent of all of the US Revolving Credit Lenders; and provided further that except as expressly provided in clauses (b)(i), (ii) and (iii) above, no amendment, waiver or consent shall, unless in writing and signed by the Required Term A Lenders, adversely affect the rights of the Term A Lenders and there shall be no amendment to it under Hedge Contractsthe definition of "Required Term A Lender" without the consent of all of the Term A Lenders.

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 (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 LendersLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (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 of Lenders which (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 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 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 Guarantors from their Guaranty, except as permitted under this Agreement or the Subsidiary Guaranty; (iv) amend this Section 8.01 or change the definition of "REQUIRED LENDERS"; or (v) limit the liability of any Loan Party under any of the Loan Documents, except as permitted under this Agreement; and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender Party that has a Commitment under the Term Loan Facility or Revolving Credit Facility if affected by such amendment, waiver or consent, (i) change the 90 97 amounts of the Commitments of such Lender Party or subject such Lender Party to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender Party or any fees or other amounts payable hereunder to such Lender Party, (iii) postpone any date fixed for any scheduled payment of principal of, or interest on, the Notes held by such Lender Party or any fees or other amounts payable hereunder to such Lender Party or (iv) change the order of application of any prepayment set forth in Section 2.06 in any manner that materially and adversely affects such Lender Party; 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 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 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 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 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, Banks or the Swing Loan Commitment of the Swing Line Bank or subject the Banks to any additional obligations; (c2) 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 or (including, without limitation, any change in the number of Banks required to extend the Termination Date under any other Loan Document, the provisions of Section 2.19); (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h5) release any Guarantor from its obligations under Significant Guarantor; or (6) amend, modify or waive any Guaranty other than as a result provision of a transaction permitted herebyArticle X, 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)12.01; and, provided further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent or the Swing Line Bank (jas applicable) release in addition to the Banks required above to take such action, affect the rights or duties of the Agent or the Swing Line Bank (as applicable) under any Collateral securing of the ObligationsLoan Documents; and, 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 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 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: (ai) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article VI, (bii) increase the Borrowing Base or the Commitments of the LendersLenders that may be maintained hereunder, (ciii) reduce the principal of, or interest on, the Notes any Loan, 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), (div) 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 or extend (other than fees payable to the Maturity Date or the Commitment Termination DateAdministrative Agent pursuant to Section 2.02), (ev) change the definition of "Required Lenders" contained in Section 1.01 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder, (vi) amend any Loan Document in a manner intended to prefer one or under more Lenders over any other Loan DocumentLenders, (fvii) amend Section 2.11 amend, waive or modify this Section 9.0111.01, (g) amend the definition of “Majority Lenders,” (hviii) release any Guarantor from its obligations under any Guaranty other than the Collateral Agent's Lien on all or a substantial portion of the Collateral (except as a result of a transaction permitted herebyprovided in Section 10.03(b)), (iix) permit extend the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Termination Date, or (jx) release amend, waive or modify Section 8.02(e) to increase the amount of Restricted Payments permitted to be paid by the Borrower thereunder or to extend 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)date set forth therein; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative each Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative any Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Any request from the Borrower for any amendment, waiver or any Affiliate of a Lender consent under this Section 11.01 shall have any voting rights under any Loan Document as a result of be addressed to the existence of obligations owed to it under Hedge ContractsAdministrative Agent.

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. No amendment or waiver of any ---------------- provision of this Agreement, Agreement or the Revolving Loan 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 Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.014.01, (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 Revolving Loan 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 Revolving Loan 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 Revolving Loan 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 release the guarantee set forth in Section 2.11 10.01 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 (1) 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, shall affect the rights or duties of the Administrative any Agent or the Issuing Lendera Swing Loan Bank, as the case may be, under this Agreement or any other Note, unless such amendment, waiver or consent is in writing and signed by such Agent or such Swing Loan Document. No Bank, as the case may be, in addition to the Lenders required above to take such action and (2) no amendment, waiver or consent shall affect the rights or duties of any Lender that has made a Competitive Bid Loan unless such amendment, waiver or any Affiliate consent is in writing and signed by such Lender in respect of a Lender shall have any voting rights under any Loan Document as a result of such Competitive Bid Loan, in addition to the existence of obligations owed Lenders required above to it under Hedge Contractstake such action.

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 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 Super-Majority Lenders, change the definition of "Borrowing Base" in Section 1.1; and further provided, however, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) 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 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, 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, 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 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 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) 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, (g) amend reduce or limit the definition obligations of “Majority any Subsidiary Guarantor under Section 1 of its Subsidiary Guaranty or release or otherwise limit any Subsidiary Guarantor's liability with respect to its obligations under its Subsidiary Guaranty (other than as provided in the Subsidiary Guaranty), provided, that the Subsidiary Guaranties shall be terminated by the Agent if the Public Debt Rating is BBB- (stable) from S&P and Baa3 (stable) from Moody's without the consent of any of the Lenders,” , 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 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)th▇▇ ▇▇▇▇ion 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 the other Loan Document. No Lender Documents 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, 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, 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 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 Subordination 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 amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor and no 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, as the case may be, and then acknowledged by the Administrative Agent, and each 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 such amendment, waiver, or consent shall, unless in writing and signed by all each of the LendersLenders directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following: : (a) waive extend or increase the Commitment of any of the conditions specified in Lender (or reinstate any Commitment terminated pursuant to Section 3.018.02), other than an extension pursuant to Section 2.14; (b) increase postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees, or other amounts due to the Borrowing Base Lenders (or the Commitments any of the Lenders, them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest onspecified herein, on any Loan or L/C Obligation, or (subject to clause (iii) of the Notes or proviso below) any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment ; provided that only the consent 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 Required Lenders which shall be required for the Lenders or any of them necessary 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,Default Rate” (h) release or to waive any Guarantor from its obligations under any Guaranty other than as a result obligation of a transaction permitted hereby, (i) permit the Borrower to pay interest or fees at the Default Rate; (d) change any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provision of 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); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent 10.01 or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties definition of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement “Required Lenders” or any other Loan Document. No Lender provision hereof specifying the number or percentage of Lenders required to amend, waive, or otherwise modify any Affiliate of a Lender shall have rights hereunder or make any voting rights under determinations or grant any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.consents hereunder; or (e) change Section 2.13

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 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, (ii) release any Borrower with respect to the conditions specified Obligations (except to the extent contemplated in Section 3.019.17), (biii) 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 5.01(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), (v) amend Section 2.12 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 2.16 or Section 2.17) without the consent of the Lenderssuch Lender, (cvii) reduce the principal of, or interest on, the Notes Advances of any Lender, 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 except as provided in Section 2.15 or any of them to take any action hereunder or under any other Loan Document9.01(c), (f) amend Section 2.11 or this Section 9.01, (gx) amend the definition of “Majority Lenders,” (h) release Committed Foreign 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 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)each affected Lender; 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 the other Loan Documents. In addition, if either (i) the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature in any of the Loan Documents or (ii) the Operating Partnership shall request one or more amendments of a technical nature to this Agreement in connection with the addition of a new Supplemental Tranche or a new Committed Foreign Currency that the Administrative Agent agrees is appropriate, then the Administrative Agent and the Borrowers shall be permitted to amend such this Agreement and/or the applicable Loan Document without any further action or consent of any other party if the same is not objected to in writing by the Required Lenders (or, if such amendment relates solely to a specific Tranche, the Tranche Required Lenders in respect of such Tranche) to the Administrative Agent within ten (10) Business Days following receipt of notice thereof. (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”). 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) Notwithstanding any other provision of this Agreement, any Borrower may, by written notice to the Administrative Agent (which shall forward such notice to all Lenders) make an offer (a “Loan DocumentModification Offer”) to all Lenders of one or more Tranches to make one or more amendments or modifications to allow the maturity of such Tranches and/or Commitments of the Accepting Lenders (as defined below) to be extended and, in connection with such extension, to (i) increase the Applicable Margin and/or fees payable with respect to the applicable Tranches and/or the Commitments of the Accepting Lenders and/or the payment of additional fees or other consideration to the Accepting Lenders, and/or (ii) change such additional terms and conditions of this Agreement solely as applicable to the Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the Required Lenders under Section 9.01(a)) to be effective only during the period following the original maturity date in effect immediately prior to its extension by such Accepting Lenders) (collectively, “Permitted Amendments”). No Such notice shall set forth (A) the terms and conditions of the requested Permitted Amendments, and (B) the date on which such Permitted Amendments are requested to become effective (which shall not be less than 10 days nor more than 120 days after the date of such notice). Permitted Amendments shall become effective only with respect to the Tranches and/or Commitments of the Lenders that accept the Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Tranches and/or Commitments as to which such Lender’s acceptance has been made. The Loan Parties, each Accepting Lender and the Administrative Agent shall enter into a loan modification agreement (the “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence (x) the acceptance of the Permitted Amendments and the terms and conditions thereof and (y) the authorization of the applicable Borrower or Borrowers to enter into and perform its obligations under the Loan Modification Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any Loan Modification Agreement. Each party hereto agrees that, upon the effectiveness of a Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Tranches and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made. (d) 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 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) release all or substantially all of the Collateral (other than pursuant to Section 5.02(e) or 10.14) or permit the Loan Parties to encumber the Collateral, except as expressly permitted in the Loan Documents, (iv) amend this Section 10.01, (v) increase the Borrowing Base or aggregate Commitments under the Facility, the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cvi) forgive or reduce the principal of, or interest on, or reduce the Notes stated rate in respect of, the 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, (eix) 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 modify the definition of “Majority Lenders,” Pro Rata Share”, (hx) release [reserved], (xi) provide for payment of the Facility in any Guarantor from its obligations under any Guaranty manner other than as a result of a transaction permitted herebyin cash in Dollars, (ixii) permit modify any provisions requiring payment to be made for the Borrower ratable account of the Lenders, (xiii) require 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 accept any Collateral securing for the Obligations, except for releases benefit 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 actionother than on a pro rata basis, affect (xiv) require or accept one or more Guaranties for the rights or duties benefit of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any Lenders 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.than

Amendments, Etc. No (a) Subject to Section 9.01(b), 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 (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrowerapplicable Loan Parties, 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 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) modify the definition of Required Lenders or otherwise change the percentage vote of the Lenders required to take any action under this Agreement or any other Loan Document or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (ii) release the Borrower with respect to the Obligations or (ii) except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release any Guarantor or otherwise limit any Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber any of the conditions specified Collateral or release all or substantially all of the Collateral in any transaction or series of transactions, except, in each case, as expressly permitted in the Loan Documents, (iv) amend this Section 3.01, 9.01, (bv) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations (cexcept as set forth in Section 2.17), (vi) 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, any of the Notes Advances or any fees or other amounts payable hereunder hereunder, or ​ ​ ​ (viii) extend the Maturity Date or the Commitment Termination Date, in respect of any Facility (eexcept as provided by Section 2.16); (ix) change Section 2.13 or Section 6.03 in a manner that would alter the percentage pro rata sharing of Lenders which shall be payments required for the Lenders or any of them to take any action hereunder or under any other Loan Document, thereby; provided further that (fx) 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 under this Agreement or the Issuing Lenderother Loan Documents and (y) the Fee Letter may only be amended, and the rights or privileges thereunder may only be waived, in a writing executed by each of the parties thereto. Notwithstanding the fact that the consent of all of the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such ▇▇▇▇▇▇ sees fit on any reorganization plan that affects the case Advances, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may beconsent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. (b) Notwithstanding anything to the contrary herein, (i) the Administrative Agent and the Borrower may, under with the consent of the other (but without the consent of any Lender or other Loan Party), amend, modify or supplement this Agreement and any other Loan Document (and such amendment, modification or supplement shall become effective without any further action or consent of any other party to this Agreement); (I) if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document. No Lender Document (including the schedules and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any Affiliate further action or consent of any other party to this Agreement, or (II) to add a Lender shall have any voting rights under any “Guarantor” in accordance with the applicable provisions of this Agreement and the other Loan Document as a result Documents; and (ii) this Agreement may be amended with the written consent of the existence Administrative Agent and the Borrower (i) to add one or more Incremental Facilities to this Agreement subject to the limitations in Section 2.17 and to permit the extensions of credit and all related obligations owed and liabilities arising in connection therewith from time to it under Hedge Contractstime outstanding to share ratably (or on a basis subordinated to the existing Advances and Commitments hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing Advances and Commitments hereunder, and (ii) in connection with the ​ ​ foregoing, to permit, as deemed appropriate by the Increasing Lenders to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders 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)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.

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, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerAdministrative 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 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 Total Commitments to an amount in excess of Five Hundred Fifty-Five Million Dollars ($555,000,000), except in accordance with the conditions specified provisions of Section 1.06, which may permit an additional One Hundred Forty-Five Million Dollar ($145,000,000) increase in Section 3.01the Total Commitments to a maximum of Seven Hundred Million Dollars ($700,000,000) in Total Commitments, (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 DocumentCredit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any scheduled payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date or the Commitment Termination Date, (ed) change the percentage of Lenders the Commitments of the 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, (e) amend this Section 11.01, (f) amend Section 2.11 or this Section 9.01the definition of “Required Lenders”, (g) amend the definition of “Majority Lenders,” Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty or the Environmental Indemnity or any Guaranty other than as a result Pledgor from its obligations under the Pledge Agreement; provided that the Administrative Agent can, if no Default then exists, release any Eligible Subsidiary Guarantor and Pledgor in accordance with the provisions of a transaction permitted herebySections 5.09(b), 5.10(c) or 11.23, (i) permit modify any provisions requiring payment to be made for the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)ratable account of the Banks, or (j) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases “Pro Rata Share” or (k) require the duration of Collateral as permitted under Section 8.08(b)an Interest Period to be more than six months if such period is not available to all Banks; 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 or any other Loan Credit Document. No Lender In addition, none of the following decisions shall be made without the written consent of the Required Lenders: (a) [Reserved]; (b) any determination to make a Borrowing after the occurrence and during the continuance of an Event of Default; (c) [Reserved]; (d) any waiver of or any Affiliate amendment to the financial covenants contained in Article VII of a Lender shall have this Agreement or any voting rights definitions used therein; (e) any waiver or modification of the covenants contained in Article V or Article VI; (f) any amendment, supplement or modification to, or waiver of, the provisions of Section 8.01 of this Agreement; (g) any determination to send notice to the Borrower of, or otherwise declare, an Event of Default pursuant to Section 8.01 of this Agreement; (h) any determination to accelerate the Obligations pursuant to Section 8.02 of this Agreement; (i) any exercise of remedies under any Loan Document as a result Credit Document; (j) any waiver for more than 45 days of, or any amendment to, the reporting requirements set forth in clauses (a)-(d) of Section 5.05 of this Agreement; (k) any material waiver of the existence conditions to a Hotel Property qualifying as either an Unencumbered Property or a Permitted Non‑Unencumbered Property; and (l) any other waiver or modification of obligations owed the Credit Documents unless the applicable provision of this Agreement expressly permits such waiver or modification to it under Hedge Contractsbe made by the Administrative Agent. Any amendment to this Agreement including a covenant of the Parent or any of its Subsidiaries or amendment to a definition shall require the Borrower’s written consent.

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 and no consent to any departure by the Borrower Borrowers or any Subsidiary Lenders therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by Administrative Agent and Collateral Agent, in each case, at the Borrowerwritten direction of the Required 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 such waiver, amendment, waiver, or consent shall, unless in writing and signed by all Borrowers, each of the LendersLenders affected thereby, Administrative Agent and Collateral Agent do any of the following: : (a) waive increase or extend the Commitment of any of the conditions specified in Section 3.01, Lender; (b) increase postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Borrowing Base Lenders (or the Commitments any of the Lenders, them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest onspecified herein, the Notes on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, or forgive, compromise, or cancel any of the Obligations; (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 the Commitments that is required for the Lenders or any of them to take any action hereunder hereunder; (e) amend this Section or under any provision of this Agreement providing for consent or other Loan Document, action by all Lenders; (f) amend release Collateral other than as permitted by Section 2.11 13.09, or this Section 9.01, subordinate any security interest or liens of Collateral Agent for the benefit of the Lenders; (g) amend change the definition of “Majority "Required Lenders,” "; (h) release Borrowers from any Guarantor from its obligations under Obligation for the payment of money, or agree to subordinate any Guaranty of the Obligations in right of payment to any other than as a result of a transaction permitted hereby, Indebtedness; (i) permit amend the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provisions of Section 6.04(a), or 3.03; (j) release permit the sale of all or substantially all of the Capital Stock of Borrowers or any Collateral securing of their respective Subsidiaries (except to the Obligations, except for releases of Collateral sold as extent necessary to effect a sale or disposition otherwise permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bhereunder); and providedor (k) change the definition of "Borrowing Base" or "Availability"; and, provided further, however, that (1) 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 actionAgent, 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 , (2) no amendment, waiver or consent shall, unless in writing and signed by Collateral Agent, affect the rights or duties of Collateral Agent under this Agreement or any Affiliate other Loan Document, and (3) each of a Lender the Lenders is hereby deemed to have instructed the Collateral Agent (A) to release its Liens as to the property which is the subject of any asset sale, assignment or other disposition of property or assets which is permitted hereunder without any further consent of any Lender, and (B) to take such other actions as are necessary or desirable to facilitate any such disposition. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of or with respect to Article XIII shall have any voting rights under not require the consent by or the agreement of any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsParty.