Common use of Amendments, Waivers and Consents Clause in Contracts

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender ▇▇▇▇▇▇ sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) : extend the Maturity Date or the Commitment Period; (b) Date; reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon with respect to any Loan or fees hereunder; (c) ; reduce or forgive the principal amount of any Loan Loan; extend the Commitment of a Lender beyond the Maturity Date or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) ; release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) ; amend, modify or waive any provision of this Section or Section 3.3, 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b); (g) 12.5; reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of (a) Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify (b) Section 5 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent or the each Issuing Lenders, as the case may beLender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebythen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected therebyall the Lenders: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or consent to release all or substantially all of the transfer or assignment of such obligationsGuarantors from their respective obligations under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, 10.1(a9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingLenders. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, Agent and (ii) no such agreement shall amend, modify provisions of Section 2.2 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beLender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrower, and acknowledged by the Borrower or Borrowers directly affected therebyAgent; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected therebyLender: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Revolving Loan Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Revolving Loan Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a4.1, 4.2, 4.3, 4.4, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all consent to the assignment or substantially all transfer by the Borrower of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstandingDocuments. Notwithstanding the above, (i) any No provision of any Letter of Credit Section 2.9 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent. No amendment, waiver or consent shall, unless in writing and no such agreement shall amendsigned by each L/C Issuer, modify or otherwise adversely affect the rights or duties obligations of the Administrative Agent L/C Issuers in their capacities as such under this Credit Agreement. No amendment, waiver or consent shall, unless in writing and signed by the Issuing Lenders without Swing Line Lender, affect the prior written consent rights or obligations of the Administrative Agent or the Issuing Lenders, Swing Line Lender in its capacity as the case may besuch under this Credit Agreement. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the event consent of the Required Lenders or to object to any proposed matter requiring the consent of all the Lenders (except that (x) an increase or extension of the Commitment(s) of such Defaulting Lender, (y) any reduction of the amount of principal or interest owed to such Defaulting Lender and (z) or any waiver, amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires modification requiring the consent of all Lenders or of all each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers mayshall, in their sole discretioneach case, require any Lender that has failed to the consent to of such proposed amendment or waiver (the “Non-Consenting Defaulting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations); provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights all other benefits and obligations under this the Credit Agreement pursuant Documents shall apply to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateDefaulting Lender.

Amendments, Waivers and Consents. Neither Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders and (or by the Borrower Administrative Agent at the written direction of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided no amendment, waiver or Borrowers consent may: (A) increase the Term Loan Commitment of any Lender (or reinstate any Term Loan Commitment terminated pursuant to Section 8.2) or the amount of Term Loans of any Lender, in any case, without the written consent of such Lender; (B) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that a waiver of a mandatory prepayment under Section 2.5 only requires the consent of the Required Lenders) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any mandatory reduction of the Term Loan Commitment hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; (C) reduce the principal of, or the rate of interest specified herein on, any Term Loan or (subject to Section 10.3(I)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided only the consent of the Required Lenders is necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 3.1(B) during the continuance of an Event of Default; (D) change Section 3.5 or Section 8.5 in a manner that no such amendment, change, waiver, discharge would alter the pro rata sharing of payments or termination shall order of application required thereby without the written consent of each Lender directly and adversely affected thereby: (a) extend the Maturity Date or the Commitment Period; (bE) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section 10.3 or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage the percentages specified in, or otherwise modify, in the definition of “Required Lenders Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waiveamend, amend waive or otherwise modify any provision hereof; orrights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (hF) consent to the assignment or transfer by any Loan Party of such Loan Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 7.12), in each case, without the written consent of each Lender; (G) release (i) the Parent, (ii) all of the Subsidiary Guarantors or (iii) Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in any case, from the Guaranty Agreement (other than as authorized in Section 9.8), without the written consent of each Lender; (H) release all or substantially all of the Collateral or release any cash collateral while any Letters of Credit Security Document (other than as authorized in Section 9.8 or Reimbursement Obligations remain outstanding. Notwithstanding as otherwise specifically permitted or contemplated in this Agreement or the above, (iapplicable Security Document) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and each Lender; or (iiI) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or the Issuing Lenders any other Loan Document without the prior written consent of the Administrative Agent in addition to the Lenders required hereunder; provided each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Issuing Lenders, as the case may beparties thereto. Notwithstanding anything to the fact contrary herein, no Defaulting Lender has any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Term Loan Commitment of such Lender may not be increased or extended without the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationL/C Borrowing; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section 10.6 or Section 3.6, 3.8, 10.1(aSections 2.12(a), 10.32.13, 11.72.14, 12.28.1(a), 12.310.2, 12.5 10.3 or 12.9(b)10.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (h) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage in respect of) the Loan Documents; (i) unless also signed by the L/C Issuers, affect the rights or duties of Lenders required the L/C Issuers under this Agreement or any Issuer Document relating to waiveany Letter of Credit issued or to be issued by them; (j) unless also signed by the Swing Line Lender, amend affect the rights or modify any provision hereofduties of the Swing Line Lender under this Agreement; or (hk) release all unless also signed by the Administrative Agent, affect the rights or substantially all duties of the Administrative Agent under this Agreement or any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingother Loan Document. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 9 may be amended or modified without the consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and no such agreement shall amendany amendment, modify waiver or otherwise affect consent which by its terms requires the rights consent of all Lenders or duties of each affected Lender may be effected with the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the Issuing Lendersconsent of such Lender and (y) any waiver, as amendment or modification requiring the case may beconsent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (allow the “Non-Consenting Lender”) Borrower to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) a. extend the Maturity Date or the Commitment PeriodDate; (b) b. reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) c. reduce or forgive the principal amount of any Loan or Reimbursement ObligationLoan; (d) d. increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) e. release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) f. amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b)12.5; (g) g. reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) h. release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or any other Credit Document (other than Letters of Credit as provided herein) nor Loan Document, or consent to any of departure by Borrower therefrom, shall in any event be effective unless the terms hereof or thereof may same shall be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by Borrower and the Required Lenders (or by Agent at their instruction on their behalf) (with a copy of all amendments provided to the Agent), and by the Borrower or Borrowers directly affected thereby; provided that no then such amendment, changewaiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, waiverhowever, discharge that no amendment, waiver or termination shall without consent shall, unless in writing and signed by Borrower and all the consent Lenders, do any of each Lender affected therebythe following at any time: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders”, or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to waive, amend be made; (f) [reserved]; (g) release all or modify substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any provision hereof; orother Loan Document (except as expressly provided in the Loan Documents); (h) release all or substantially all of any cash collateral while any Letters the Collateral from the Liens of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, Security Documents (except as expressly provided in the Loan Documents); (i) prior to an Event of Default pursuant to Section 10.1(d), contractually subordinate any provision of Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents); or (j) amend any of the provisions of Section 10.5; provided, that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase the amount of or extend the expiration date of any Letter Commitment of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and such Lender, (ii) [reserved], (iii) [reserved], and (iv) Agent, in addition to the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the required above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect take any action that affects the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of under this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateLoan Document.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5. (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all consent to the assignment or substantially all transfer by the Borrower of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstandingDocuments. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (allow the “Non-Consenting Lender”) Borrower to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. (a) Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit the Support Agreement (except as provided hereinin clause (viii) below)) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by Lenders, the Borrower or Borrowers directly affected therebyand the Parent; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (ai) extend the Maturity Date final maturity of any Advance, or the Commitment Period;any portion thereof (except pursuant to Section 2.06), (bii) reduce the rate or extend the time of payment of interest (other than as a result waiver or rescission of waiving the applicability application of any post-the default increase in interest ratesrate of interest) thereon or fees hereunder; (ciii) reduce or forgive waive repayment of the principal amount of any Loan or Reimbursement Obligation;Advance, (div) extend the Commitment of a Lender or increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that none of (A) a waiver of any Default or Event of Default or a waiver Default, (B) the extension of the Commitment of any mandatory reduction other Lender in accordance with Section 2.06 or (C) the Commitments shall not increase of the Commitment of any other Lender in accordance with Section 2.05, shall, in any case, constitute a change in the terms of any the Commitment of any such Lender);, (ev) release a the Borrower from all its obligations under the Credit Loan Documents or consent to the transfer or assignment of such obligations;except as permitted hereby, (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders Lenders”, (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its respective rights and obligations under (or percentage of Lenders required to waive, in respect of) the Loan Documents except as permitted hereby or thereby, (viii) (x) terminate or otherwise cancel the Support Agreement or (y) amend or otherwise modify the terms of the Support Agreement in any provision hereof; manner that, in the case of this clause (y), adversely affects the rights of such Lender, or (hix) release all amend or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingotherwise modify this Section 7.04. Notwithstanding anything to the abovecontrary herein, (i) no Defaulting Lender shall have any provision right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuing Banks in addition to the Lenders required above, affect the rights or duties of the LC Issuing Banks under this Agreement or any Letter of Credit issued or any L/C Obligation shall not to be amendedissued by it; (iii) no amendment, modified waiver or waived without consent shall, unless in writing and signed by the written consent Swing Line Banks in addition to the Lenders required above, affect the rights or duties of the affected Issuing Lender Swing Line Banks under this Agreement; (iv) no amendment, waiver or consent shall, unless in writing and (ii) signed by the Maximum L/C Commitment of an Issuing Lender may be amended without Administrative Agent in addition to the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the required above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (v) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Issuing parties thereto. (b) In connection with any proposed amendment, change or waiver (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (a) above being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate (or to execute a Power of Attorney to the Administrative Agent for the Administrative Agent to assign and delegate on such Non-Consenting Lender’s behalf) without recourse (in accordance with and subject to the restrictions contained in Section 7.05), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent or the (and any relevant Issuing LendersBank), as the case may be. Notwithstanding the fact that the which consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not unreasonably be permitted to require a Non-Consenting Lender to assign any part of its interestswithheld, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified (ii) such Non-Consenting Lender shall have received payment of their intention to require the assignment thereof at least ten days prior an amount equal to the proposed outstanding principal of its Advances and participations in Letter of Credit payments that have not been reimbursed, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 7.05(b)(iv). Notwithstanding anything to the contrary in this Agreement, the return of the Note held by any such Non-Consenting Lender is not a condition to the effectiveness of any assignment datepursuant to this Section 7.04(b).

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b)12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a9.1(a), 10.310.7, 11.711.2, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderLenders. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b);12.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderLenders. Notwithstanding the above, no provisions of (a) Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify (b) Section 5 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beLender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b)12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest or fees (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder); (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) extend the Commitment of a Lender beyond the Maturity Date or increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.63.3, 3.83.5, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b)12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of (a) Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify (b) Section 5 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent or the each Issuing Lenders, as the case may beLender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Borrower's obligations hereunder and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender directly affected thereby: , (a) extend the Maturity Date or the Commitment Period; (bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees hereunder, (ii) extend (A) the termination date of the Commitments of such Lender, (B) the final maturity of any Loan, or any portion thereof, or (C) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or (iii) reduce the principal amount on any Loan; (cb) reduce no such amendment, change, waiver, discharge or forgive termination shall, without the principal amount consent of any Loan or Reimbursement Obligation; each Lender affected thereby, (di) increase or extend the Commitment of a such Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); , (eii) release a Borrower all or substantially all of the collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from its the guaranty obligations under the Credit Documents or consent to the transfer or assignment of such obligations; hereunder, (fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.83.10, 10.1(a3.12, 3.13, 9.1(a), 10.311.2, 11.711.3, 12.211.5 or 11.9, 12.3, 12.5 or 12.9(b); (giv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders Lenders," or other provision hereof specifying (v) consent to the number assignment or percentage transfer by the Borrower of Lenders required any of its rights and obligations under (or in respect of) the Credit Documents to waive, amend or modify any provision hereofwhich it is a party; orand (hc) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any no provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender Section 2.2 may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, Lender and no provisions provision of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b);; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. Notwithstanding the above, the definitions of Sustainability Loan, Green Investment Use of Proceeds and Social Investment Use of Proceeds may be amended with only the consent of the Borrower and the Sustainability Coordinator as set forth in Section 1.7(c). Notwithstanding the above, no such agreement shall amend, modify or otherwise affect the rights or duties of the Sustainability Coordinator without the prior written consent of the Sustainability Coordinator. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers Borrower may, in their its sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have Borrower has notified such Non-Consenting Lender of their its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; Borrowers, provided that further that: (a) no such amendment, change, waiver, discharge or termination shall shall: (i) extend the final maturity of any Loan or of any reimbursement obligations arising from drawings under U.S. Letters of Credit, or any portion thereof without the written consent of each Lender affected thereby: (a) extend the Maturity Date whose Loans, reimbursement obligations or the Commitment Periodportions thereof that are being so extended; (bii) postpone any date fixed by this Credit Agreement for the payment of principal of any Loan (excluding mandatory prepayments) or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or of any reimbursement obligations arising from drawings under U.S. Letters of Credit or fees hereunderhereunder without the written consent of each Lender entitled to receive such payment; (ciii) reduce or forgive the principal amount of on any Loan or Reimbursement Obligation; (d) of any reimbursement obligations arising from drawings under U.S. Letters of Credit or the amount of any accrued interest or fees, or increase or extend the Commitment of a any Lender over the amount thereof in effect without the written consent of each Lender entitled to receive such payment or each Lender whose Commitment is being increased (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (fiv) amend, modify or waive any provision of this Section 11.6(a) or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b)9.3 without the written consent of each Lender directly affected thereby; (gv) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waiveLenders”, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above“Required U.S. Lenders” and “Required Foreign Currency Lenders”, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of each Lender directly affected thereby; (vi) consent to the affected Issuing Lender assignment or transfer by any Borrower of any of its rights and obligations under (iior in respect of) the Maximum L/C Commitment Credit Documents to which it is a party without the written consent of an Issuing each Lender; and (vii) except as the result of or in connection with a dissolution, merger, amalgamation or disposition of a Subsidiary (other than a Borrower whose Obligations have not been assumed by another Borrower) not prohibited by Section 8.4 or as otherwise permitted by any Credit Document, release the Borrowers from its or their obligations under the Credit Documents without the written consent of each Lender that has Obligations owing by the Person to be released; (b) no provision of Article II may be amended without the consent of the Required Lenders but only with the consent U.S. Lenders; (c) no provision of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 Article III may be amended or modified without the consent of the Administrative AgentRequired Foreign Currency Lenders, and no such agreement amendment, change, waiver, discharge or termination shall amend(i) modify clause (a) of the definition of “Foreign Currency” without the written consent of each Foreign Currency Lender, (ii) modify Section 1.5 without the written consent of each Foreign Currency Lender directly affected thereby or otherwise (iii) modify the unanimous consent requirements set forth in Section 3.2(b) without the written consent of each Foreign Currency Lender; (d) no provision of Article X may be amended without the consent of the Agent; (e) unless also signed by the U.S Issuing Lender, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent or the U.S Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of under this Credit Agreement or any other U.S. LOC Document relating to any U.S. Letter of Credit Document issued or to be issued by it; (f) unless also signed by the U.S. Swingline Lender, no amendment, waiver or consent shall affect the rights or duties of the U.S. Swingline Lender under this Credit Agreement; and (g) unless also signed by the applicable Foreign Swingline Lender(s), no such amendment, change, waiver, discharge or termination shall affect the rights or duties of such Foreign Swingline Lender (in its capacity as such) under this Credit Agreement. Notwithstanding anything to the contrary herein, (i) if any amendment to this Credit Agreement is required solely to give effect to permit the designation of a Foreign Subsidiary as a Foreign Borrower in accordance with Section 3.2, then such amendment shall be effective to the extent contained in the related Foreign Borrower Joinder Agreement that is executed by Airgas, the applicable Applicant Foreign Borrower, the Agent and each Foreign Currency Lender, and (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders directly or each affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign by its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that affects any Defaulting Lender more adversely than other affected Lenders shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateconsent of such Defaulting Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower (and if the rights or Borrowers directly duties of the Issuing Bank are affected thereby, by it); provided provided, that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date (except pursuant to Section 2.11), or postpone or extend the time for any payment or prepayment of principal (except pursuant to Section 3.3(b)) or the Commitment Periodtime of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (d) increase (other than an increase to its Revolving Commitment resulting from an increase in the Revolving Committed Amount pursuant to the sale of Cash Collateral as set forth in Section 3.2(a)(iii)) or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 2.10, 3.6, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying Lenders; (h) release the number or percentage of Lenders required to waive, amend or modify any provision hereofCash Collateral except as specifically permitted hereunder and by the Collateral Documents; or (hi) release the Parent from its obligations under the Credit Documents or release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingthe other Guarantors from their obligations. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify . No provision of Section 2.2 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of each Issuing Lender affected thereby. No provision of Section 2.8 may be amended or modified without the consent of the Administrative Agent or the Issuing Lenders, as the case may beSwingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth hereinherein and (y) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. In Notwithstanding anything above to the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the contrary, no consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed shall be required in connection with any amendment solely to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in evidence a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement new term loan pursuant to this Section 12.6 unless 2.1(b)(iii) and the Borrowers have notified creation of any Cash Collateral Account and Account Control Agreement and the establishment of required collateral amounts associated therewith other than a Lender providing a portion of such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateterm loan.

Amendments, Waivers and Consents. Neither In order for any amendment, change, waiver, discharge or termination of this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof may other Credit Documents to be amendedbinding on the Lenders and the Credit Parties, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is must be in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebythen Credit Parties; provided that to be binding no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected therebyshall: (a) extend the Revolving Loan Maturity Date without the consent of all the Lenders, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal to any Lender without the consent of such Lender; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or extend the time of payment of interest on any Loan made by or any fees hereunderhereunder for the account of any Lender without the consent of such Lender; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationmade by any Lender without the consent of such Lender; (d) increase or extend the Commitment of a Lender over the amount thereof in effect without the consent of such Lender (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change an increase in the terms of any Commitment of any Lender); (e) except as otherwise permitted in this Credit Agreement or the Collateral Documents, release a the Borrower or substantially all of the other Credit Parties from its their respective obligations under the Credit Documents or release all or substantially all of the collateral pledged under the Collateral Documents without the consent to of all the transfer or assignment of such obligationsLenders; (f) amend, modify or waive any provision of this Section or Section 3.63.4(a), 3.4(b)(i), 3.7, 3.8, 10.1(a3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5 without the consent of all the Lenders; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying without the number or percentage consent of Lenders required to waive, amend or modify any provision hereofall the Lenders; or (h) release all consent to the assignment or substantially all transfer by the Borrower or of any cash collateral while any Letters of Credit its rights and obligations under (or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (iiin respect of) the Maximum L/C Commitment of an Issuing Lender may be amended Credit Documents except as permitted under Section 8.4 without the consent of all the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:, (a) extend the any Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or reduce the amount or extend the time of payment of fees owing hereunder; (c) reduce or forgive waive or extend the time of payment of the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderLenders. Notwithstanding the above, no provisions provision of Section 11 10 may be amended or modified without the written consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) : extend the Maturity Date or the Commitment Period; (b) Date; reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) ; reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) Loan; increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) ; release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) ; amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b); (g) 12.5; reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of (a) Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify (b) Section 5 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent or the each Issuing Lenders, as the case may beLender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or amount or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all consent to the assignment or substantially all transfer by the Borrower of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstandingDocuments. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyCredit Parties; provided that that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender affected thereby:, (ai) extend the Maturity Date final maturity of any Loan or the Commitment Periodtime of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment, or any portion thereof; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5 or released in conformance with Section 11.17); (vi) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents (provided that the Administrative Agent may, without the consent from any other Lender, release any Guarantor that is sold or consent to the transfer or assignment of such obligationstransferred in conformance with Section 8.5); (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b)(i), 3.7, 3.8, 10.1(a3.15, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (hix) release consent to the assignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, Documents except as permitted thereby; and (ib) any no provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender Section 10 may be amended without the consent of the Required Lenders but only with Administrative Agent, no provision of Sections 2.2 or 3.4(b)(ii) may be amended without the consent of such affected the Issuing Lender and no provision of Section 2.4 may be amended without the consent of the Swing Line Lender. Notwithstanding the above, no provisions of Section 11 may be amended the right to deliver a Payment Blockage Notice (as defined in the Indenture), or modified without any similar provision in the consent of documentation evidencing the Administrative AgentAdditional Subordinated Debt, and no such agreement shall amend, modify or otherwise affect the rights or duties of reside solely with the Administrative Agent or the Issuing Lenders without the prior written consent of and the Administrative Agent shall deliver such Payment Blockage Notice, or similar notice with respect to the Issuing Additional Subordinated Debt, only upon the direction of the Required Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement ObligationTerm Loan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b12.9(a);; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Term Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers Borrower may, in their its sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have Borrower has notified such Non-Consenting Lender of their its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or any other Credit Document (other than Letters of Credit as provided herein) nor Loan Document, or consent to any of departure by the terms hereof or thereof may Borrower therefrom, shall in any event be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is the same shall be in writing and signed by the Borrower and the Required Lenders (or by the Agent on their behalf) without taking into account the Commitments or Loans held by Defaulting Lenders or the Borrower or any of its Affiliates (determined without giving effect to the proviso to the definition of "Affiliates"), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrower and all the Lenders (other than any Defaulting Lender or Borrowers directly affected thereby; provided that no such amendmentthe Borrower or any of its Affiliates (determined without giving effect to the proviso to the definition of "Affiliates")), change, waiver, discharge or termination shall without do any of the consent of each Lender affected thereby: following at any time: (a) extend change the Maturity Date number of Lenders that shall be required for the Lenders or the Commitment Period; any of them to take any action hereunder; (b) reduce amend the rate or extend the time definition of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; "Required Lenders"; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; amend this Section 11.5; (d) increase or extend the Commitment of a Lender over reduce the amount thereof in effect (it being understood and agreed that a waiver of principal of, or interest on, or the interest rate applicable to, the Loans or any Default fees or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); other amounts payable hereunder; (e) release a Borrower from its obligations under postpone any date on which any payment of principal of, or interest on, the Credit Documents Loans or consent any fees or other amounts payable hereunder is required to the transfer or assignment of such obligations; be made; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all the Collateral; or (g) amend the definition of any cash collateral while any Letters "Borrowing Base" or modify Section 2.2(a)(ii)if the effect thereof would be to increase the amount of Revolving Credit Loans or Reimbursement Obligations remain outstanding. Notwithstanding CapEx Loans, respectively, available to the aboveBorrower; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) any provision a Lender, change the Pro Rata Share or increase the Commitment of any Letter of Credit or any L/C Obligation shall not be amendedsuch Lender, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without Agent, in addition to the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the required above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no to take any such agreement shall amend, modify or otherwise affect action that affects the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of under this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateLoan Document.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Revolving Loan, or any portion thereof, or extend the Commitment Periodexpiration date of any Letter of Credit beyond the Termination Date; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect effect, or extend such Commitment beyond the Termination Date (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit (a) this Section 7.04, Section 7.05, Section 2.21, Section 2.22 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended Section 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the Issuing obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders without required hereinabove to take such action, require the prior written consent of the Administrative Agent Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the obligations of any Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of Bank under this Credit Agreement or any other Credit Loan Document requires shall, in addition to the Lenders required hereinabove to take such action, require the written consent of such Issuing Bank. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed (a) by the Borrower, (b) by the Required Lenders (subject to Section 2.14(b)), and (c) if the rights or duties of the Administrative Agent, Collateral Agent, or the Other Agents are affected thereby, by the Borrower Administrative Agent, Collateral Agent, or Borrowers directly affected thereby; the Other Agents, as the case may be, provided that however, that: (i) no amendment or waiver shall (A) increase any Commitment of any Lender without the consent of such amendmentLender, change(B) (other than in accordance with Section 2.16), waiverpostpone or extend the Commitment Termination Date or Maturity Date without the consent of all Lenders, discharge (C) reduce the amount of or termination shall postpone the date for any scheduled payment of any principal of or interest (including, without limitation, any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender affected thereby: owed any such Obligation, (aD) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest release any Collateral for any Collateralized Obligations (other than as a result provided in accordance with Section 7.4) without the consent of waiving the applicability of any post-default increase in interest rates) thereon all Lenders or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (eE) release a Borrower Holdings from its obligations under the Credit Documents Holdings Guaranty or, except as otherwise expressly permitted under this Agreement, release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranties without the consent to the transfer or assignment of such obligationsall Lenders; (fii) amendno amendment or waiver shall, modify or waive any provision unless signed by each Lender, change the provisions of this Section 10.11 or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waivetake any action under any other provision of the Credit Documents, amend or modify any provision hereofproviding for the pro rata nature of payments by or to Lenders; orand (hiii) release all no amendment or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement waiver shall amend, modify or otherwise affect the rights rights, duties or duties obligations of the Administrative Agent Agent, Collateral Agent, or the any Issuing Lenders Bank (including, without limitation, any such rights, duties or obligations pursuant to Section 2.14 and Section 7.4) without the prior written consent of the Administrative Agent or the such Issuing LendersBank, as the case may be. Notwithstanding the fact ; and provided further that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms provision of this Credit Agreement or any other Credit Document requires may be amended by an agreement in writing entered into by the consent of all Lenders Borrower and the Administrative Agent to cure any ambiguity, omission, defect or of all Lenders directly affected therebyinconsistency so long as, and such proposed amendment or waiver is approved by Required Lendersin each case, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers Lenders shall have given received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Administrative Agent in Lenders, a written notice from the case of an assignee Required Lenders stating that is not a Lender. The Borrowers shall not be permitted the Required Lenders object to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateamendment.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon with respect to any Loan, any Reimbursement Obligation or fees hereunder; (c) reduce or forgive the principal amount of any Loan or any Reimbursement Obligation; (d) extend the Commitment of a Lender beyond the Maturity Date or increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.3, 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b)12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of (a) Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify (b) Section 5 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent or the each Issuing Lenders, as the case may beLender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon with respect to any Loan or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement ObligationLoan; (d) extend the Commitment of a Lender beyond the Maturity Date or increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.3, 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b)12.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of (a) Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify (b) Section 5 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent or the each Issuing Lenders, as the case may beLender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebythen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or extend or postpone the Commitment Periodtime for any payment or prepayment of principal of any Loan or unreimbursed drawing of any Letter of Credit; (b) reduce the rate or amount or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationunreimbursed drawing of any Letter of Credit; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release (i) all or substantially all of the Guarantors from their respective obligations under the Credit Documents or consent to the transfer or assignment of such obligations(ii) any material Guaranty; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b)(i), 3.7 (or any other provision providing for the pro rata nature of payments or disbursements to Lenders), 3.8, 10.1(a9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingLenders. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and (ii) no such agreement shall amend, modify provisions of Section 2.3 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent Issuing Lender and (iii) no provisions of Section 2.4 may be amended or modified without the Issuing Lenders, as consent of the case may beSwing Line Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: (a) without the consent of each Lender affected thereby, no such amendment, change or waiver shall: (ai) extend the Maturity Date final maturity of any Revolving Loan or the Commitment Periodtime of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive the principal payment of any Revolving Loan, or any portion thereof; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees or costs hereunder; (ciii) reduce or forgive waive the principal amount of any Revolving Loan (except for the waiver of a mandatory prepayment required by Section 3.3(b) hereof) or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release all or substantially all of the Pledged Collateral; (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b)3.14; (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; orLenders; (hix) release consent to the assignment or transfer by the Borrower or all or substantially all of any cash collateral while any Letters of the other Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision Parties of any Letter of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; or (x) change Section 3.14 or any L/C Obligation shall not be amended, modified or waived Section 3.15(b) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of the each Lender directly affected Issuing Lender and thereby; (iib) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with Agent, no provision of Section 10 may be amended; (c) without the consent of such affected each Issuing Lender. Notwithstanding the above, no provisions provision of Section 11 2.2 may be amended or modified amended. (d) without the consent of the Administrative AgentSwingline Lender, and no such agreement shall amend, modify or otherwise affect the rights or duties provision of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case Section 2.3 may bebe amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Revolving Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 12.3 or 12.9(b);12.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderLenders. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision case of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modifyAgreement, the definition of Required Lenders or other provision hereof specifying Parent, the number or percentage of Lenders required to waiveBorrower, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative AgentLenders, and no such agreement shall amend, modify or otherwise affect if the rights or duties of the Administrative Agent or are affected thereby, the Issuing Lenders without Administrative Agent and (b) in the prior written case of any other Credit Document, each party thereto and the Administrative Agent (with the consent of the Administrative Agent Required Lenders), provided that: (i) no amendment or waiver shall (A) increase or extend any Commitment of any Lender without the Issuing Lendersconsent of such Lender, (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or of any fee payable hereunder, without the consent of each Lender owed any such Term Loan Obligation, (C) release all or substantially all of the value of the Guaranties of the Guarantors under the Guaranty and Collateral Agreement or all or substantially all of the Collateral (except as expressly provided for in the case may be. Notwithstanding Guaranty and Collateral Agreement, the fact that Collateral Documents or Section 11.20) without the consent of all the Lenders is required in certain circumstances as set forth aboveLenders, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that (D) waive the provisions of Section 1126(cArticle IV hereof without in each such case the consent of all Lenders, (E) change any provision requiring ratable funding or sharing of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires payments without the consent of all Lenders or (F) amend or waive this Section 11.11, the definition herein of all “Required Lenders” or the number of Lenders required to take any action under any other provision of the Credit Documents without the consent of each Lender directly and adversely affected thereby, and such proposed amendment or waiver is approved by Required Lenders, ; and (ii) notwithstanding anything to the Borrowers may, in their sole discretion, require contrary herein any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent Borrowing Request may be amended with the terms consent of only the Borrower and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateAgent.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebythen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Revolving-A Loan Maturity Date, the Revolving-B Loan Maturity Date or the Commitment PeriodTerm Loan Maturity Date or postpone or extend the time for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender or the total Commitments over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) except upon the occurrence of a Collateral Termination Date, release a all or substantially all of the Collateral securing the Credit Party Obligations hereunder; (f) release the Borrower from its obligations or release all or substantially all of the other Credit Parties from their respective obligations under the Credit Documents Documents, unless such Credit Party no longer shall be a Material Domestic Subsidiary or consent to Material First Tier Foreign Subsidiary, in which case (i) all Liens on the transfer or assignment capital stock of such obligationsPerson shall be released and (ii) such Person no longer shall be deemed to be a Guarantor or a Credit Party hereunder, all without the consent of any Person except the Collateral Agent; (fg) amend, modify or waive any provision of this Section or Section 3.63.4(a), 3.4(b)(i), 3.7, 3.8, 10.1(a3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (hi) release all consent to the assignment or substantially all transfer by the Borrower of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstandingDocuments. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodTerm Out Maturity Date, or postpone or extend the time for any payment or prepayment of principal or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) except as permitted by Section 2.10, consent to the assignment or transfer by a Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingLenders. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the Required Lenders may consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, to allow the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebythen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodExtended Maturity Date (it being understood that an extension of the Maturity Date in accordance with the terms of Section 3.5(a) shall not require the consent of any Lender); (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on the Term Loans or fees hereunder; (c) reduce or forgive waive the principal amount of any Term Loan or Reimbursement Obligationextend the time of payment thereof; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents, release all or substantially all of the other Guarantors from their respective obligations under the Credit Documents or consent to release all or substantially all of the transfer or assignment of such obligationsCollateral; (f) amend, modify or waive any provision of this Section 9.6 or Section 3.63.7, 3.8, 10.1(a7.1(a), 10.39.2, 11.7, 12.2, 12.3, 12.5 9.3 or 12.9(b);9.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderLenders. Notwithstanding the above, no provisions provision of Section 11 Sections 3.4 or 8 may be amended or modified without the consent of the Administrative Agent. Each Lender understands and agrees that if such Lender is a Defaulting Lender then, and no such agreement notwithstanding the provisions of this Section 9.6, it shall amend, modify or otherwise affect not be entitled to vote on any matter requiring the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent Required Lenders or to object to any matter requiring the Issuing consent of all the Lenders; provided, as however, that all other benefits and obligations under the case may beCredit Documents shall apply to such Defaulting Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Term Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Loan, or any portion thereof, beyond the Commitment PeriodTermination Date; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit (a) this Section 7.04, Section 7.05, Section 2.21, Section 2.22 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended Section 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or the Issuing Lenders without the prior written consent any of the Administrative Agent or the Issuing Lenders, as the case may beother Loan Documents. Notwithstanding anything to the fact contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither Subject to Section 2.17 and the last paragraph of this Credit Section 8.5, any provision of this Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived or the subject of a consent if, changedbut only if, waived, discharged or terminated unless such amendment, change, waiver, discharge waiver or termination consent is in writing and is signed by each Borrower affected thereby and the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendmentBanks (and, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment, waiver or consent shall (a) increase or decrease the Tranche A Commitment Amount of any Tranche A Bank, Tranche B Commitment Amount of any Tranche B Bank or the Issuing Lenders Commitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation without the prior written consent of, as applicable, such Tranche A Bank, such Tranche B Bank, or such Bank, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder without the written consent of each Bank affected thereby, (c) postpone the final date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the termination of the Commitments without the written consent of each Bank affected thereby, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank, (e) change the definition of “Required Banks” or this Section 8.5 without the written consent of each Bank, (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 8.5 or any other provision of this Agreement without the written consent of each Bank, or (g) change Section 8.16 without written consent of each Bank directly and adversely affected thereby. No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Notwithstanding anything to the contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time: (a) without consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver Banks, (the “Non-Consenting Lender”i) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 designate additional then-existing Borrowers as Designated Parent Borrowers or to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice designate additional entities as Designated Subsidiaries by delivering to the Administrative Agent in and the case Banks (A) a revised Schedule 4.11 reflecting such designations and (B) a certification by an Authorized Signatory of an assignee each applicable Borrower that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part (x) each of its interests, rights and obligations under this Credit Agreement Subsidiaries being newly designated pursuant to this Section 12.6 unless such revised Schedule 4.11 is formed for the Borrowers have notified purpose of making, and shall only make, one or more “Designated Subsidiary Investments” (as defined below) and (y) the Designated Subsidiary Investment(s) then being made by each applicable Designated Parent Borrower in each applicable Designated Subsidiary, plus the value of all other Designated Subsidiary Investments owned by such Non-Consenting Lender Designated Parent Borrower, is less than or equal to five percent (5%) of their intention the Net Asset Value of such Designated Parent Borrower at the time of such designation and investment, (ii) to require the assignment thereof at least ten days prior consolidate Designated Subsidiaries into one or more Designated Subsidiaries of a Designated Parent Borrower by delivering to the proposed assignment dateAdministrative Agent and the Banks a revised Schedule 4.11 reflecting such consolidations, or (iii) to terminate the status of Borrowers as Designated Parent Borrowers or to terminate the status of entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such terminations (and each such delivery shall be deemed to be a representation and warranty by each applicable Borrower that it no longer owns such Subsidiary being terminated or, if all of its Designated Subsidiaries are being terminated, that it no longer owns any Subsidiary); and (b) with the consent of the Administrative Agent, acting with the consent of the Required Banks, to designate then existing additional Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries pursuant to a written request for designation from the affected Borrower to the Administrative Agent.

Amendments, Waivers and Consents. Neither None of this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendmentexcept, changein the case of this Agreement or any other Loan Document, waiver, discharge pursuant to an agreement or termination is agreements or a consent or consents in writing entered into by the Borrower, the Servicer, to the extent it is a party thereto, the Required Lenders, and signed by the Agent; provided that the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Agent shall have declared, or the Required Lenders shall have requested the Agent to declare, the Loans immediately due and by the Borrower or Borrowers directly affected therebypayable pursuant to Article IX; provided that provided, however, that: (i) no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender affected thereby: (aA) extend the Revolving Termination Date (other than in accordance with the procedures sets forth in Section 2.08) or extend or waive the Maturity Date or any payment of the Commitment PeriodLoans due thereon; provided that this clause (A) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), prior to the time the Agent shall have declared, or the Required Lenders shall have requested the Agent to declare, the Loans immediately due and payable pursuant to Article IX; (bB) reduce the rate rate, or extend the time of payment payment, of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;; 108 762040188 (cC) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (dD) increase or extend the Commitment of a Lender over the amount thereof then in effect (it being understood and agreed that a waiver of any Default, Servicer Default, Servicer Replacement Event, Servicer Event of Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (eE) release a all or substantially all of the Collateral securing the Credit Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by the Borrower in compliance with Section 7.05); (F) release any Facility Party from its respective obligations under the Credit Loan Documents or consent to and/or the transfer or assignment of such obligationsManagement Documents; (fG) amend, modify or waive any provision of this Section 11.03 or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, Lenders; (H) amend or modify or, if applicable, waive the effects of the definition of “Advance Rate”, “Advance Rate Reduction Percentage”, “Borrowing Base”, “Collateral Deficiency”, “Eligible Lease”, “Eligible Railcar”, “Excluded Assets Amount (FMV)”, “Excluded Assets Amount (NBV)”, “Liquidity Reserve Target Amount” or any provision hereof; or (h) release all or substantially all term that is a component of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.definition;

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Revolving Loan, or any portion thereof, or extend the Commitment Periodexpiration date of any Letter of Credit beyond the Termination Date; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect effect, or extend such Commitment beyond the Termination Date (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit (a) this Section 7.04, Section 7.05, Section 2.21, Section 2.22 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended Section 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with definition of “Defaulting Lender”. No amendment, waiver or consent, unless in writing and signed by the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the Issuing obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders without required hereinabove to take such action, require the prior written consent of the Administrative Agent Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) obligations of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of Issuing Bank under this Credit Agreement or any other Credit Loan Document requires shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers Borrower may, in their its sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have Borrower has notified such Non-Consenting Lender of their its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:, (a) extend the any Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or reduce the amount or extend the time of payment of fees owing hereunder; (c) reduce or forgive waive or extend the time of payment of the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderLenders. Notwithstanding the above, no provisions provision of Section 11 10 may be amended or modified without the written consent of the Administrative Agent. Notwithstanding the above, in the case of a non-consenting Lender, the Borrower may, at its own discretion and no its own expense, require that any such agreement Lender transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms of Section 11.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee or Eligible Assignees (which may be one or more existing Lenders if any existing Lender accepts such assignment); provided that (A) such assignment or assignments shall amendnot conflict with any law, modify rule, regulation or otherwise affect order of any court or other Governmental Authority and (B) the rights Borrower or duties such Eligible Assignee or Eligible Assignees shall pay to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such Lender and all other amounts owed to such Lender hereunder, as well as any transfer fee owing to the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beunder Section 11.3(b). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated terminated, unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyand the applicable Credit Parties party thereto; provided provided, that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment PeriodTermination Date; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower any Credit Party from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) release any Liens granted under the Guarantee and Pledge Agreement; (g) amend, modify or waive any provision of this Section 11.6 or Section Sections 3.6, 3.8, 10.1(a9.1(a), 10.39.3, 11.710.7, 12.211.2, 12.311.3, 12.5 11.5 or 12.9(b11.9(b);; or (gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers Borrower may, in their its sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 11.6 unless the Borrowers have Borrower has notified such Non-Consenting Lender of their its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither Subject to the provisions of the last paragraph of this Section 11.6, neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower Credit Parties that are parties to the Credit Document being amended, changed or Borrowers directly affected therebyterminated or with respect to which such waiver or discharge is being given; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date (other than with the consent of the Extension Required Lenders pursuant to Section 2.5) or extend the Commitment Periodexpiry date of any Facility LC beyond the Maturity Date; (b) reduce the rate or extend the time of payment of interest or fees hereunder (other than as it being understood and agreed that a result waiver of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunderrates shall not constitute a reduction in the rate of interest for purposes of this clause (b)); (c) reduce or forgive waive the principal amount amount, or extend the date for payment of any Loan or any Reimbursement Obligation; (d) increase or extend the any Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments or any increase in the Revolving Committed Amount pursuant to Section 2.1(e) shall not constitute a change in the terms of any Commitment of any Lender); (e) except as the result of or in connection with a merger or other disposition of a Credit Party permitted under Section 8.4, (i) release a the Borrower from its obligations under the Credit Documents or consent (ii) release any Credit Party that individually or, together with any other Credit Party previously released or to be released simultaneously therewith, cumulatively accounts for more than 5% of Tangible Net Worth from its obligations under the transfer or assignment of such obligationsCredit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(d), 3.7, 3.8, 10.1(a5.1, 5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofset forth in Section 1.1; or (h) release consent to the assignment or transfer by a Borrower or all or substantially all of any cash collateral while any Letters of the other Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision Parties of any Letter of Credit its or any L/C Obligation shall not be amended, modified their rights and obligations under (or waived without the written consent of the affected Issuing Lender and (iiin respect of) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderCredit Documents except as permitted thereby. Notwithstanding the above, no provisions provision of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify . No provision affecting the Swingline Loans may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent Swingline Lender. No provision affecting an LC Issuer may be amended or the Issuing Lenders, as the case may bemodified without its consent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, LC Obligations or any other Credit Party Obligations and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; Company, (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; Required Lenders, and (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect if the rights or duties of the Administrative Agent Agent, the Other Agents or the Issuing Lenders without the prior written consent of Swingline Lender are affected thereby, the Administrative Agent Agent, the Other Agents or the Issuing LendersSwingline Lender, as the case may be. Notwithstanding , provided that: (i) no amendment or waiver shall (A) increase or extend any Commitment of any Lender without the fact that consent of such Lender, or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including, without limitation, any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or of any fee payable hereunder, without the consent of each Lender owed any such Obligation, (C) release any Collateral for any Collateralized Obligations (other than as provided in accordance with Section 7.4) without the consent of all Lenders, (D) release (1) the Lenders NDC Guaranty, the NHIL Guaranty or any other Subsidiary Guaranty (except as expressly provided for in Section 6.11(k) or Section 9.8), (2) the Company Guaranty (except as expressly provided for therein), during any period that there is required in certain circumstances as set forth abovea Designated Borrower, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that or (3) the provisions of Section 1126(cArticle 4 hereof without in each such case the consent of all Lenders, or (E) change any provision requiring ratable funding or sharing of payments without the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed of all Lenders. (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 10.11 or the definition of Required Lenders or the number of Lenders required to take any action under any other provision of the terms of this Credit Agreement Documents; (iii) notwithstanding anything to the contrary herein, (A) any Borrowing Request or any other Credit Document Designated Borrower Request and Assumption Agreement may be amended with the consent of only the Company and the Administrative Agent and (B) any Swingline Request may be amended with the consent of only the Company, the Administrative Agent and the Swingline Lender; and (iv) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders directly or each affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign by its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that affects any Defaulting Lender more adversely than other affected Lenders shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateconsent of such Defaulting Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower (or Borrowers directly affected therebywith respect to the Guarantor, the Guaranty); provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Revolving Loan, or the Commitment Periodany portion thereof; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit this (a) Section 7.04, Section 7.05, Section 2.21, Section 2.22 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended Section 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with the consent definition of such affected Issuing “Defaulting Lender. Notwithstanding the above, no provisions of Section 11 may be amended ”; or (ix) release or modified without the consent substitute all or any substantial part of the Administrative Collateral; or (x) release the Guarantor or any Guarantee given to support payment of the Loans. No amendment, waiver or consent, unless in writing and signed by the Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the Issuing obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders without required hereinabove to take such action, require the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beSwingline Lender. Notwithstanding anything to the fact contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit Except as set forth below or as provided hereinin Section 4.8(a) nor or 4.8(c) or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the terms hereof or thereof other Loan Documents may be amended, changedconsented to or waived if, waivedbut only if, discharged or terminated unless such amendment, change, waiver, discharge consent or termination waiver is in writing and is signed by the Borrower and the Required Lenders and (or by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without and the Administrative Agent with the consent of each Lender affected therebythe Required Lenders) and delivered to the Administrative Agent; provided, that no amendment, waiver or consent shall: (a) extend increase the Maturity Date Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the Commitment Periodamount of Loans of any Lender, in any case, without the written consent of such Lender; (b) reduce the rate (i) postpone any date fixed by this Agreement or extend the time of any other Loan Document for any payment of interest principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other than as Loan Document (it being understood that a result of waiving the applicability waiver of any post-default increase condition precedent set forth in Article 5 or the waiver of any Default, Event of Default, mandatory reduction of Revolving Credit Commitments or Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest ratesor fees) thereon or fees hereunder(ii) permit the final expiration of any Letter of Credit to be extended beyond five Business Days prior to the Revolving Maturity Date, without, in each case, the written consent of each Lender directly and adversely affected thereby; (c) reduce or forgive the principal amount of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that (i) only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default and (ii) any amendment entered into pursuant to the terms of Section 4.8(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (c); (d) increase change Section 4.6 or extend Section 9.4 in a manner that would alter the Commitment pro rata sharing of a payments or order of payments required thereby without the written consent of each Lender over the amount thereof in effect (it being understood directly and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender)adversely affected thereby; (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amendexcept as otherwise permitted by this Section 11.2, modify or waive change any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage the percentages specified in, or otherwise modify, in the definition of “Required Lenders Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waiveamend, amend waive or otherwise modify any provision hereof; or (h) release all rights hereunder or substantially all of make any cash collateral while determination or grant any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the aboveconsent hereunder, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of each Lender; (f) consent to the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent assignment or transfer by any Credit Party of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, Party’s rights and obligations under this Credit Agreement in any Loan Document to which it is a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be party (except as permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Agreement, including Section 12.6 unless 8.2), in each case, without the Borrowers have notified such Non-Consenting Lender written consent of their intention to require each Lender; (g) amend the assignment thereof at least ten days prior to definition of “Alternative Currency” or “Currency” without the proposed assignment date.written consent of each Lender; or

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or amount or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 2.6(b), 3.6, 3.8, 10.1(a9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all consent to the assignment or substantially all transfer by the Borrower of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstandingDocuments. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. (a) Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit the Support Agreement (except as provided hereinin clause (viii) below)) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by Lenders, the Borrower or Borrowers directly affected therebyand the Parent; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (ai) extend the Maturity Date final maturity of any Advance, or the Commitment Periodany portion thereof; (bii) reduce the rate or extend the time of payment of interest (other than as a result waiver or rescission of waiving the applicability application of any post-the default increase in interest ratesrate of interest) thereon or fees hereunder; (ciii) reduce or forgive waive repayment of the principal amount of any Loan or Reimbursement Obligation;Advance, (div) extend the Commitment of a Lender or increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that none of (A) a waiver of any Default or Event of Default Default, (B) [Reserved] or a waiver of (C) [Reserved], shall, in any mandatory reduction in the Commitments shall not case, constitute a change in the terms of any the Commitment of any such Lender);, (ev) release a the Borrower from all its obligations under the Credit Loan Documents or consent to the transfer or assignment of such obligations;except as permitted hereby, (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders Lenders”, (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its respective rights and obligations under (or percentage of Lenders required to waive, in respect of) the Loan Documents except as permitted hereby or thereby, (viii) (x) terminate or otherwise cancel the Support Agreement or (y) amend or otherwise modify the terms of the Support Agreement in any provision hereofmanner that, in the case of this clause (y), adversely affects the rights of such Lender, (ix) amend or otherwise modify this Section 7.04; or (hx) release all or substantially all change Section 2.21 in a manner that would alter the pro rata sharing of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived payments required thereby without the written consent of each Lender. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the Required consent of all Lenders but only with or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such affected Issuing Defaulting Lender. Notwithstanding ; (ii) [Reserved]; (iii) [Reserved]; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of under this Credit Agreement or any other Credit Document requires Loan Document; (v) [Reserved] and (vi) the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.18(c) in accordance with the terms of Section 2.18(c). (b) In connection with any proposed amendment, change or waiver (a “Proposed Change”) requiring the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, if the Borrowers mayconsent of the Required Lenders to such Proposed Change is obtained, in their sole discretion, require any Lender that has failed to but the consent to such proposed amendment or waiver Proposed Change of other Lenders whose consent is required is not obtained (the any such Lender whose consent is not obtained as described in paragraph (a) above being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate (or to execute a Power of Attorney to the Administrative Agent for the Administrative Agent to assign and delegate on such Non-Consenting Lender’s behalf) without recourse (in accordance with and subject to transfer and assign the restrictions contained in Section 7.05), all its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, provided that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified (i) such Non-Consenting Lender shall have received payment of their intention to require the assignment thereof at least ten days prior an amount equal to the proposed outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 7.05(b)(iv). Notwithstanding anything to the contrary in this Agreement, the return of the Note held by any such Non-Consenting Lender is not a condition to the effectiveness of any assignment datepursuant to this Section 7.04(b). (c) Notwithstanding anything to the contrary in this Section 7.04, if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents (other than the Support Agreement), then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following the posting of such amendment to the Lenders.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected therebyLender: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Revolving Loan Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Revolving Loan Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a4.1, 4.2, 4.3, 4.4, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all consent to the assignment or substantially all transfer by the Borrower of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstandingDocuments. Notwithstanding the above, (i) any No provision of any Letter of Credit Section 2.9 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit This Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability observance of any post-default increase in interest ratesterm hereof may be waived (either retroactively or prospectively) thereon or fees hereunder; with (cand only with) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender Company and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the aboveHolders; provided, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agenthowever, and that no such agreement shall amendamendment or waiver may, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent Holder of each Note and Exchange Note then outstanding and affected thereby (a) subject any Holder to any additional obligation, (b) reduce the principal of (or Default Amount in respect thereof), or any premium or rate of interest or Special Interest on, any Note or Exchange Note, (c) postpone the date fixed for any payment of principal of (or Default Amount in respect thereof), or any premium or interest or Special Interest on, any Note or Exchange Note, (d) change the ranking or priority of the Notes or the Issuing Lenderspercentage of the aggregate principal amount of the Notes the Holders of which shall be required to consent or take any other action under this Section 14.4 or any other provision of this Agreement and (e) amend or waive the provisions of Sections 7.7, as 7.9 or 8.5 or any of the case may be. Notwithstanding definitions used in such Sections; and, provided, further, however, that no such amendment or waiver may, without the fact that the prior written consent of all Ares, so long as Ares owns any Notes, amend or waive the Lenders is required provisions of Sections 7.8 (to the extent such provisions related to the Non-Voting Observer), 8.10, 12.2 and 12.7; and, provided, further, that no such amendment or waiver may, without the prior written consent of the trustee or the Required Holders (as defined in certain circumstances as set forth abovethe Company Senior Note Exchange Agreement) of the Senior Indebtedness, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that amend or waive the provisions of Section 1126(c) of 13 or the Bankruptcy Code supersede the unanimous consent provisions set forth hereinrelated definitions. In the event any proposed No amendment or waiver of the terms this Agreement will extend to or affect any obligation, covenant, agreement, Default or Event of this Credit Agreement Default not expressly amended or waived or thereby impair any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lendersright consequent thereon. As used herein, the Borrowers may, in their sole discretion, require any Lender that has failed term this “Agreement” and references thereto shall mean this Agreement as it may from time to consent to such proposed amendment time be amended or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datesupplemented.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed by (a) in the case of this Agreement, the Required Lenders Lenders, and by if the Borrower rights or Borrowers directly duties of the Company, the Administrative Agent or any Issuing Bank are affected thereby; , the Company, the Administrative Agent or such Issuing Bank, as the case may be, and (b) in the case of any other Credit Document, each party thereto and the Administrative Agent (with the consent of the Required Lenders), provided that that, in each case: (i) no such amendment, change, waiver, discharge amendment or termination waiver shall (A) increase any L/C Participation of any Lender or Issuing Bank without the consent of each such Lender affected thereby: or Issuing Bank, (a) extend the Maturity Date or the Commitment Period; (bB) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amendfee payable hereunder, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of each Lender, (C) postpone the affected Issuing scheduled date of payment of any fees payable hereunder, or waive or excuse any such payment, without the written consent of each Lender and Issuing Bank affected thereby, (iiD) waive the Maximum L/C Commitment provisions of an Issuing Lender may be amended Article IV hereof without in each such case the consent of all Lenders, (E) change Section 10.6 or any provision requiring ratable funding or sharing of payments without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the aboveall Lenders, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall (F) amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, or the any Issuing Lenders Bank hereunder without the prior written consent of the Administrative Agent or the such Issuing LendersBank, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that (G) amend or modify the provisions of Section 1126(c) 2.5 or any letter of credit application and any bilateral agreement between the Company and any Issuing Bank regarding such Issuing Bank’s L/C Participation or the respective rights and obligations between the Company and such Issuing Bank in connection with the issuance of the Bankruptcy Code supersede applicable Existing Letters of Credit without the unanimous prior written consent provisions set forth herein. In the event any proposed amendment or waiver of the terms Administrative Agent and such Issuing Bank, or (H) amend or waive this Section 10.11, the definition herein of this Credit Agreement “Required Lenders” or the number of Lenders required to take any action under any other provision of the Credit Document Documents without the consent of each Lender directly and adversely affected thereby; (ii) notwithstanding anything to the contrary herein, (A) any Application may be amended with the consent of only the Company and the applicable Issuing Bank and (B) any Existing Letter of Credit may be amended only in accordance with Section 2.4; and (iii) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender or Issuing Bank may be effected with the consent of the applicable Lenders and Issuing Banks other than Defaulting Lenders), except that (A) the L/C Participation of any Defaulting Lender may not be increased or extended without the consent of such Lender or Issuing Bank and (B) any waiver, amendment or modification requiring the consent of all Lenders directly or each affected thereby, and such proposed amendment Lender or waiver is approved Issuing Bank that by Required Lenders, the Borrowers may, in their sole discretion, require its terms affects any Defaulting Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that more adversely than other affected Lenders shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateconsent of such Defaulting Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Revolving Loan, or any portion thereof, or extend the Commitment Periodexpiration date of any Letter of Credit beyond the Termination Date; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit (a) this Section 7.04, Section 7.05, Section 2.22 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended Section 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with definition of “Defaulting Lender.” No amendment, waiver or consent, unless in writing and signed by the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the Issuing obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders without required hereinabove to take such action, require the prior written consent of the Administrative Agent Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) obligations of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of Issuing Bank under this Credit Agreement or any other Credit Loan Document requires shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower (and if the rights or Borrowers directly duties of the Issuing Bank are affected thereby, by it); provided provided, that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly affected thereby: (a) extend the Maturity Date Date, or postpone or extend the time for any payment or prepayment of principal (except pursuant to Section 3.2(b)) or the Commitment Periodtime of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunderor other amounts payable hereunder to such Lender; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit owing to such Lender; (d) increase (other than an increase to its Revolving Commitment resulting from an increase in the Revolving Committed Amount pursuant to the sale of Term Loan Cash Collateral as set forth in Section 3.2(a)(ii)) or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release a the Borrower from its obligations under the Credit Documents or Documents, which shall require the consent to the transfer or assignment of such obligationsall Lenders; (f) amend, modify or waive any provision of this Section 11.6 or Section 2.10, 3.6, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; orLenders; (h) release the Cash Collateral, which shall require the consent of all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding Lenders, except as specifically permitted hereunder and by the above, Collateral Documents; or (i) any provision of any Letter of release the Parent from its obligations under the Credit or any L/C Obligation Documents, which shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without require the consent of the Required Lenders but only with the consent of such affected Issuing Lenderall Lenders. Notwithstanding the above, no provisions No provision of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify . No provision of Section 2.2 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of each Issuing Lender affected thereby. No provision of Section 2.8 may be amended or modified without the consent of the Administrative Agent or the Issuing Lenders, as the case may beSwingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (allow the “Non-Consenting Lender”) Borrower to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; Credit Parties, provided that further that: (a) no such amendment, change, waiver, discharge or termination shall shall: (i) extend the final maturity of any Loan or of any reimbursement obligations arising from drawings under Letters of Credit, or any portion thereof without the written consent of each Lender affected thereby: (a) extend the Maturity Date whose Loans, reimbursement obligations or the Commitment Periodportions thereof that are being so extended; (bii) postpone any date fixed by this Credit Agreement for the payment of principal of any Loan (excluding mandatory prepayments) or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or of any reimbursement obligations arising from drawings under Letters of Credit or fees hereunderhereunder without the written consent of each Lender entitled to receive such payment; (ciii) reduce or forgive the principal amount of on any Loan or Reimbursement Obligation; (d) of any reimbursement obligations arising from drawings under Letters of Credit or the amount of any accrued interest or fees, or increase or extend the Commitment of a any Lender over the amount thereof in effect without the written consent of each Lender entitled to receive such payment or each Lender whose Commitment is being increased (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (fiv) amend, modify or waive any provision of this Section 11.6(a) or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 4.13 or 12.9(b)4.14(b) without the written consent of each Lender directly affected thereby; (gv) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders Lenders”, “Required U.S. Lenders” and “Required Canadian Lenders” without the written consent of each Lender directly affected thereby; (vi) consent to the assignment or other provision hereof specifying transfer by any Borrower of any of its rights and obligations under (or in respect of) the number or percentage Credit Documents to which it is a party without the written consent of Lenders required to waive, amend or modify any provision hereofeach Lender; or (hvii) except as the result of or in connection with a dissolution, merger, amalgamation or disposition of a Restricted Subsidiary (other than a Borrower whose Credit Party Obligations have not been assumed by another Borrower) not prohibited by Section 8.4, on the occurrence of a Collateral and Guarantor Release Date or as otherwise permitted by any Credit Document, release the Borrowers or substantially all of the other Credit Parties from its or their obligations under the Credit Documents without the written consent of each Lender that has Credit Party Obligations owing by the Person to be released; and (viii) to the extent the Credit Party Obligations are secured by the Collateral, release all or substantially all of the Collateral, except on the occurrence of a Collateral and Guarantor Release Date or as the result of or in connection with an Asset Disposition not prohibited by Section 8.4(b) or as otherwise permitted by any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived Document without the written consent of each Lender whose Credit Party Obligations are secured by the affected Issuing Lender and Collateral to be released; (iib) the Maximum L/C Commitment no provision of an Issuing Lender Article II.A may be amended without the consent of the Required U.S. Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, (provided further that (i) no provisions provision of Section 11 2A.3 may be amended or modified without the consent of the Administrative AgentU.S. Issuing Lender and (ii) no provision of Section 2A.4 may be amended without the consent of the U.S. Swingline Lender); (c) no provision of Article II.B may be amended without the consent of the Required Foreign Currency Lenders, and no such agreement amendment, change, waiver, discharge or termination shall amend(i) reduce any percentage specified in, modify or otherwise affect modify, the rights definition of “Required Foreign Currency Lenders,” (ii) modify the definition of “Foreign Currency”, (iii) modify Section 5.2(viii) or duties of (iv) modify the Administrative Agent unanimous consent requirements set forth in Section 2B.3 or the Issuing Lenders Section 2B.5(b) without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case each Foreign Currency Lender; (d) no provision of Article III may be. Notwithstanding the fact that be amended without the consent of all the Required Canadian Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan (provided further (i) that affects the Loans, and each Lender acknowledges that the provisions no provision of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires 3.2 may be amended without the consent of all Lenders or of all Lenders directly affected thereby, the Canadian Swingline Lender and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”ii) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions no provision of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations3.3 may be amended without the consent of the Canadian Issuing Lender); provided, however, that and (e) no provision of Article X may be amended without the Borrowers shall have given written notice to consent of the Administrative Agent in Agents and the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateCollateral Agent.

Amendments, Waivers and Consents. Neither Subject to Section 11.16(b), neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower Credit Parties that are parties to the Credit Document being amended, changed or Borrowers directly affected therebyterminated or with respect to which such waiver or discharge is being given; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date (other than with the consent of the Extension Required Lenders pursuant to Section 2.5) or extend the Commitment Periodexpiry date of any Facility LC beyond the Maturity Date; (b) reduce the rate or extend the time of payment of interest or fees hereunder (other than as it being understood and agreed that a result waiver of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunderrates shall not constitute a reduction in the rate of interest for purposes of this clause (b)); (c) reduce or forgive waive the principal amount amount, or extend the date for payment of any Loan or any Reimbursement Obligation; (d) increase or extend the any Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments or any increase in the Revolving Committed Amount pursuant to Section 2.1(e) shall not constitute a change in the terms of any Commitment of any Lender); (e) except as the result of or in connection with a merger or other disposition of a Credit Party permitted under Section 8.4, (i) release a the Borrower from its obligations under the Credit Documents or consent (ii) release any Credit Party that individually or, together with any other Credit Party previously released or to be released simultaneously therewith, cumulatively accounts for more than 5% of Tangible Net Worth from its obligations under the transfer or assignment of such obligationsCredit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4(a), 3.4(b), 3.7, 3.8, 10.1(a5.1, 5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofset forth in Section 1.1; or (h) release consent to the assignment or transfer by a Borrower or all or substantially all of any cash collateral while any Letters of the other Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision Parties of any Letter of Credit its or any L/C Obligation shall not be amended, modified their rights and obligations under (or waived without the written consent of the affected Issuing Lender and (iiin respect of) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing LenderCredit Documents except as permitted thereby. Notwithstanding the above, no provisions provision of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify . No provision affecting the Swingline Loans may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of the Administrative Agent Swingline Lender. No provision affecting an LC Issuer may be amended or the Issuing Lenders, as the case may bemodified without its consent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, LC Obligations or any other Credit Party Obligations and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither Except as set forth below or as specifically provided in this Credit Agreement nor or any other Credit Document (other than Letters Loan Document, any term, covenant, agreement or condition of Credit as provided herein) nor this Agreement or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders (including Voting Participants), changedand any consent given by the Lenders (including Voting Participants), waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided that, the Borrower shall provide the Administrative Agent with updated Schedules 8.1(a), 8.1(b), 8.1(l), 8.1(q), 8.1(s) and 8.1(w) from time to time in connection with its delivery of the Annual Officer’s Compliance Certificate as required by Section 9.3 of this Agreement, which shall upon delivery by the Borrower be deemed to replace such then existing Schedules, and each such delivery shall constitute a representation by the Borrower of the accuracy and completeness of such updated Schedules, but provided, however, that delivery of such updated Schedules shall not be deemed to waive any Default or Borrowers Event of Default relating thereto (if any); provided further, that no amendment, waiver or consent shall: (a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 13.2) or the amount of Loans of any Lender without the written consent of such Lender; (b) extend the Revolving Credit Maturity Date or the Term Loan Maturity Date or extend any other scheduled date on which any Obligation is to be paid (other than the date of any prepayment, voluntary or mandatory) without the written consent of each Lender directly affected thereby; (c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without only the consent of each Lender affected thereby: the Required Lenders shall be necessary (ai) extend to waive any obligation of the Maturity Date Borrower to pay interest at the rate set forth in Section 6.1(d) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the Commitment Period; (b) effect of such amendment would be to reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of on any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan Loan, L/C Obligation or Reimbursement ObligationObligation or to reduce any fee payable hereunder; (d) increase change Section 6.4 or extend Section 6.5 in a manner that would alter the Commitment pro rata sharing of a payments required thereby without the written consent of each Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender)directly affected thereby; (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive change any provision of this Section 15.10 or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waiveamend, amend waive or otherwise modify any provision hereof; or (h) release all rights hereunder or substantially all of make any cash collateral while determination or grant any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the aboveconsent hereunder, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of each Lender directly affected thereby; (f) release all of the Guarantors or release Guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Guaranty Agreement (other than as authorized in Section 14.9), without the written consent of each Lender; (g) release all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 14.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; (h) amend or waive Sections 13.2(a) or 13.2(b) (to the extent related to termination of the Commitments) or the priority of payments set forth in Section 6.5 without the written consent of each Lender directly affected thereby; or (i) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender and in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Maximum L/C Commitment of an Issuing Swingline Lender may be amended without in addition to the consent Lenders required above, affect the rights or duties of the Required Swingline Lender under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the required above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of under this Credit Agreement or any other Credit Document requires Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Each amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No amendment, waiver or consent shall be required for the Administrative Agent to take additional Collateral pursuant to any Loan Document. No notice to or demand on any Loan Party or any other Person in any case shall entitle such Loan Party or such Person to any other or further notice or demand in similar or other circumstances. Any amendment, waiver or consent effected in accordance with this Section 15.10 shall be binding upon each holder of the Notes at the time outstanding, each future holder of the Notes, and, if signed by the Borrower, upon all the Loan Parties. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded from a vote of the Lenders or hereunder requiring any consent of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required the Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date).

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Revolving Loan, or any portion thereof, or extend the Commitment Periodexpiration date of any Letter of Credit beyond the Termination Date; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);; LEGAL02/33559407v8 (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit (a) this Section 7.04, Section 7.05, Section 2.21, Section 2.22 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended Section 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with definition of “Defaulting Lender”. No amendment, waiver or consent, unless in writing and signed by the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the Issuing obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders without required hereinabove to take such action, require the prior written consent of the Administrative Agent Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) obligations of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of Issuing Bank under this Credit Agreement or any other Credit Loan Document requires shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or any other Credit Document (Document, and no consent to any departure by the Borrower or any other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may Party therefrom, shall be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebythe applicable Credit Party, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, change, waiver, discharge waiver or termination shall without the consent of each Lender affected therebyshall: (a) extend the Maturity Date or increase the Commitment Periodof any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of such Lender; (b) reduce postpone any date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the rate Lenders (or extend any of them) hereunder or under any other Credit Document without the time written consent of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereundereach Lender directly affected thereby; (c) reduce or forgive the principal amount of, or the rate of interest specified herein on, any Loan or Reimbursement LOC Obligation, or (subject to clause (v) of the second proviso to this Section 11.6) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or LOC Obligation or to reduce any fee payable hereunder; (d) increase change Section 3.14 or extend Section 3.15(b) in a manner that would alter the Commitment pro rata sharing of a Lender over payments required thereby without the amount thereof in effect (it being understood and agreed that a waiver written consent of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any each Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive change any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waiveamend, amend waive or otherwise modify any provision hereof; orrights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (hf) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5 or in connection with the release of Collateral set forth in Section 7.13(b), release all or substantially all of any cash collateral while any Letters the Collateral; or (g) except in connection with the release of Credit a Guarantor set forth in Section 10.10(b), release all or Reimbursement Obligations remain outstanding. Notwithstanding substantially all of the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived Guarantors from the Guaranty without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected Issuing Lender and (ii) in addition to the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the required above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Issuing Lender under this Agreement or any LOC Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Swingline Lender in addition to the Lenders without required above, affect the prior written consent rights or duties of the Administrative Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all in addition to the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects affect the Loans, and each Lender acknowledges that the provisions of Section 1126(c) rights or duties of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of Agent under this Credit Agreement or any other Credit Document requires Document; and (iv) Section 11.3(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interestswhose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Agents’ Fee Letters may be amended, or rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless or privileges thereunder waived, in a writing executed only by the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior parties thereto. Notwithstanding anything to the proposed assignment datecontrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender directly affected thereby: , (a) extend the Maturity Date or the Commitment Period; (bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees hereunder, (ii) extend (A) the termination date of the Commitments of such Lender, (B) the maturity of any Loan, or any portion or installment thereof, or (C) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or (iii) reduce the principal amount on any Loan; (cb) reduce no such amendment, change, waiver, discharge or forgive termination shall, without the principal amount consent of any Loan or Reimbursement Obligation; each Lender affected thereby, (di) increase or extend the Commitment of a such Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); , (eii) release a Borrower all or any substantial portion of the collateral pledged to secure the Obligations hereunder or release any Material Guarantor from its the guaranty obligations under the Credit Documents or consent to the transfer or assignment of such obligations; hereunder, (fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.83.10, 10.1(a3.11, 3.12, 3.13, 9.1(a), 10.311.2, 11.711.3, 12.211.5 or 11.9, 12.3, 12.5 or 12.9(b); (giv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders Lenders," or (v) consent to the assignment or transfer by the Borrower or any other provision hereof specifying Credit Party of any of its rights and obligations under (or in respect of) the number or percentage of Lenders required Credit Documents to waive, amend or modify any provision hereof; orwhich it is a party; (hc) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any no provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender Section 2.2 may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, Lender and no provisions provision of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders ; and (d) without the prior written consent of the Administrative Agent Lenders holding in the aggregate more than 50% of the outstanding Tranche A Term Loans and more than 50% of the outstanding Tranche B Term Loans, extend the time for or the Issuing Lendersamount or the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above(iii), each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c(iv) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”v) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datehereof.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: (a) without the consent of each Lender affected thereby, no such amendment, change or waiver shall: (ai) extend the Maturity Date final maturity of any Revolving Loan or the Commitment Period;time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive the principal payment of any Revolving Loan, or any portion thereof, (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees or costs hereunder;, (ciii) reduce or forgive waive the principal amount of any Revolving Loan (except for the waiver of a mandatory prepayment required by Section 3.3(b) hereof) or Reimbursement Obligation;of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) release all or substantially all of the Pledged Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents or consent to the transfer or assignment of such obligations;Documents, 83 89 (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b);3.14, (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; orLenders, (hix) release consent to the assignment or transfer by the Borrower or all or substantially all of any cash collateral while any Letters of the other Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision Parties of any Letter of Credit its or any L/C Obligation shall not be amended, modified their rights and obligations under (or waived without the written consent of the affected Issuing Lender and (iiin respect of) the Maximum L/C Commitment Credit Documents except as permitted thereby; (x) increase the Revolving Committed Amount hereunder to an amount in excess of an Issuing Lender may be amended $240,000,000; (b) without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the aboveAgent, no provisions provision of Section 11 10 may be amended or modified amended; (c) without the consent of the Administrative AgentIssuing Lender, and no such agreement shall amend, modify or otherwise affect the rights or duties provision of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case Section 2.2 may bebe amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Revolving Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Term Loan Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:, (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or reduce the amount or extend the time of payment of fees owing hereunder; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (c) reduce or forgive waive or extend the time of payment of the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsobligations except as permitted by Section 8.2; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingLenders. Notwithstanding anything above to the abovecontrary, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of unless also signed by the Administrative Agent, and no such agreement amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beany other Credit Document. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In Notwithstanding anything to the event contrary herein, no Defaulting Lender shall have any proposed amendment right to approve or disapprove any amendment, waiver of the or consent hereunder (and any amendment, waiver or consent which by its terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, nor the amount owed to such Defaulting Lender reduced nor the final maturity thereof extended, without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders directly or each affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign by its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that affects any Defaulting Lender more adversely than other affected Lenders shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateconsent of such Defaulting Lender.

Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or any other Credit Document (Document, and no consent to any departure by the Borrower or any other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may Party therefrom, shall be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebythe applicable Credit Party, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, change, waiver, discharge waiver or termination shall without the consent of each Lender affected therebyshall: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a any Lender over (or reinstate any Commitment terminated pursuant to Section 9.2) without the amount thereof in effect written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.2 or of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall is not constitute a change considered an extension or increase in the terms of any Commitment Commitments of any Lender); (eb) release a Borrower from its obligations under the postpone any date fixed by this Credit Documents Agreement or consent any other Credit Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to the transfer Lenders (or assignment any of such obligationsthem) or any scheduled or mandatory reduction of the Revolving Committed Amount hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; (fc) amendreduce the principal of, modify or the rate of interest specified herein on, any Loan or LOC Borrowing, or (subject to clause (iv) of the final proviso to this Section 11.6) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend Section 3.1(b) for the purpose of changing the default rate of interest or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the default rate of interest specified in Section 3.1(b) or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or LOC Borrowing or to reduce any fee payable hereunder; (d) change Section 3.8 or Section 3.9 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waiveamend, amend waive or otherwise modify any provision hereof; orrights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; (hf) except in connection with an Asset Disposition permitted under Section 8.5, release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived Collateral without the written consent of each Lender directly affected thereby; (g) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.4 or an Asset Disposition permitted under Section 8.5, all or substantially all of the Guarantors, from its or their obligations under the Credit Documents without the written consent of each Lender directly affected Issuing Lender and thereby; (iih) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of Lenders (other than Defaulting Lenders) holding in the Required Lenders but only with aggregate at least a majority of the consent Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any Swingline Loans and LOC Obligations)), (i) waive any Default or Event of such affected Issuing Lender. Notwithstanding the above, no provisions Default for purposes of Section 11 may be amended 5.2 for purposes of any Revolving Loan borrowing or modified LOC Borrowing, (ii) amend, change, waive, discharge or terminate Sections 2.1(a) and (e), 2.2, 2.3 or 2.5(b)(i) or any term, covenant or agreement contained in Section 8 or Section 9 or (iii) amend or change any provision of this Section 11.6(h); (i) without the consent of Lenders (other than Defaulting Lenders) holding in the Administrative Agentaggregate at least a majority of the outstanding Term Loan (and participations therein), and no such agreement shall (A) amend, modify change, waive, discharge or otherwise terminate Section 3.3(b)(vi) so as to alter the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv) or (v) hereof or (B) amend or change any provision of this Section 11.6(i); (j) without the consent of Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Incremental Term Loan (and participations therein), (A) amend, change, waive, discharge or terminate Section 3.3(b)(vi) so as to alter the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv) or (v) hereof or (B) amend or change any provision of this Section 11.6(j); or and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Administrative Issuing Lender under this Credit Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Issuing Lenders Agent under this Credit Agreement or any other Credit Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may besuch Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment Required Lenders shall determine whether or waiver not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no -------- such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date Date, or postpone or extend the Commitment Periodtime for any payment or prepayment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.8, 10.1(a9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b);11.5. (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereofLenders; or (h) release all consent to the assignment or substantially all transfer by the Borrower of any cash collateral while any Letters of its rights and obligations under (or in respect of) the Credit or Reimbursement Obligations remain outstandingDocuments. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (allow the “Non-Consenting Lender”) Borrower to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, 108 109 the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: (a) without the consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to (ai) extend the Maturity Date final maturity of any Loan or the Commitment Period;of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment of any Loan, or any portion thereof, (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;, (ciii) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligation;of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) except as the result of or in connection with an Asset Disposition permitted by Section 8.5, release all or substantially all of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party permitted under Section 8.4 or Section 8.5, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents or consent to the transfer or assignment of such obligations;Documents, (fvii) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b);11.6, (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waiveLenders, amend or modify any provision hereof; or (hix) release consent to the assignment or transfer by the Borrower or all or substantially all of any cash collateral while any Letters of the other Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision Parties of any Letter of Credit its or any L/C Obligation shall not be amended, modified their rights and obligations under (or waived without the written consent of the affected Issuing Lender and (iiin respect of) the Maximum L/C Commitment of an Issuing Lender may be amended Credit Documents except as permitted thereby; (b) without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the aboveAgent, no provisions provision of Section 11 10 may be amended or modified amended; (c) without the consent of the Administrative AgentIssuing Lender, no provision of Section 2.2 may be amended; and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders 109 110 (d) without the prior written consent of the Administrative Agent or the Issuing LendersSwingline Lender, as the case no provision of Section 2.3 may bebe amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendmentLenders, changeprovided, waiverhowever, discharge or termination shall that: (a) without the consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to: (ai) extend the Maturity Date final maturity of any Loan or the Commitment Period;of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment of any Loan, or any portion thereof, (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;, (ciii) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligation;of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);, (ev) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5 or in connection with the release of Collateral set forth in Section 7.13(c), release all or any material portion of the Collateral, (vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents or consent to the transfer or assignment of such obligations;Documents, (fvii) amend, modify or waive any provision of this Section 11.6, Section 3.13, Section 3.15(b) or Section 3.6, 3.8, 10.1(a7.13(c), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b);, (gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waiveLenders, amend or modify any provision hereof; or (hix) release consent to the assignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any cash collateral while of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; (b) without the consent of Lenders holding in the aggregate at least a majority of the Revolving Commitments (and Participation Interests therein) (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and Participation Interests therein, including the Participation Interests of the Issuing Lender in any Letters of Credit Credit)), no Default or Reimbursement Obligations remain outstanding. Notwithstanding the above, Event of Default may be waived for purposes of Section 5.2(d); (i) any provision without the consent of any Letter Lenders holding in the aggregate at least a majority of Credit or any L/C Obligation shall the outstanding Tranche A Term Loans (and Participation Interests therein), Section 3.3(b) may not be amended, modified changed, waived, discharged or waived without terminated so as to extend the written consent time for or the amount or the manner of application of proceeds in respect of the affected Issuing Lender Tranche A Term Loan on account of any mandatory prepayment required by Section 3.3(b)(ii), (iii), or (iv) hereof, and (ii) without the Maximum L/C Commitment consent of an Issuing Lender Lenders holding in the aggregate at least a majority of the outstanding Tranche B Term Loans (and Participation Interests therein), Section 3.3(b) may not be amended amended, changed, waived, discharged or terminated so as to extend the time for or the amount or the manner of application of proceeds in respect of the Tranche B Term Loan on account of any mandatory prepayment required by Section 3.3(b)(ii), (iii), or (iv) hereof; (d) without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the aboveAgent, no provisions provision of Section 11 10 may be amended amended, changed, waived, discharged or modified terminated; and (e) without the consent of the Administrative AgentIssuing Lender, and no such agreement shall amendprovision of Section 2.2 may be amended, modify changed, waived, discharged or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders terminated. (f) without the prior written consent of the Administrative Agent or the Issuing LendersSwingline Lender, as the case no provision of Section 2.3 may bebe amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede supersedes the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment Required Lenders shall determine whether or waiver not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither Subject to Section 2.17 and the last paragraph of this Credit Section 8.5, any provision of this Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived or the subject of a consent if, changedbut only if, waived, discharged or terminated unless such amendment, change, waiver, discharge waiver or termination consent is in writing and is signed by each Borrower affected thereby and the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendmentBanks (and, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment, waiver or consent shall, unless signed by all the Banks, (a) increase or decrease the Tranche A Commitment Amount, Tranche B Commitment Amount or the Issuing Lenders Commitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder, (c) postpone the final date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the termination of the Commitments, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby, (e) change the definition of “Required Banks” or this Section 8.5 or (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 8.5 or any other provision of this Agreement. No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Notwithstanding anything to the contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time: (a) without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver Banks, (the “Non-Consenting Lender”i) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 designate additional then-existing Borrowers as Designated Parent Borrowers or to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice designate additional entities as Designated Subsidiaries by delivering to the Administrative Agent in and the case Banks (A) a revised Schedule 4.11 reflecting such designations and (B) a certification by an Authorized Signatory of an assignee each applicable Borrower that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part (x) each of its interests, rights and obligations under this Credit Agreement Subsidiaries being newly designated pursuant to this Section 12.6 unless such revised Schedule 4.11 is formed for the Borrowers have notified purpose of making, and shall only make, one or more “Designated Subsidiary Investments” (as defined below) and (y) the Designated Subsidiary Investment(s) then being made by each applicable Designated Parent Borrower in each applicable Designated Subsidiary, plus the value of all other Designated Subsidiary Investments owned by such Non-Consenting Lender Designated Parent Borrower, is less than or equal to five percent (5%) of their intention the Net Asset Value of such Designated Parent Borrower at the time of such designation and investment, (ii) to require the assignment thereof at least ten days prior consolidate Designated Subsidiaries into one or more Designated Subsidiaries of a Designated Parent Borrower by delivering to the proposed assignment dateAdministrative Agent and the Banks a revised Schedule 4.11 reflecting such consolidations, or (iii) to terminate the status of Borrowers as Designated Parent Borrowers or to terminate the status of entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such terminations (and each such delivery shall be deemed to be a representation and warranty by each applicable Borrower that it no longer owns such Subsidiary being terminated or, if all of its Designated Subsidiaries are being terminated, that it no longer owns any Subsidiary); and (b) with the consent of the Administrative Agent, acting with the consent of the Required Banks, to designate then existing additional Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries pursuant to a written request for designation from the affected Borrower to the Administrative Agent.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower (or Borrowers directly affected therebywith respect to the Guarantor, the Guaranty); provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Revolving Loan, or the Commitment Periodany portion thereof; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (div) increase or extend the Commitment of a Lender over the amount thereof in effect effect, or extend such Commitment beyond the Termination Date (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit this (a) Section 7.04, Section 7.05, Section 2.21, Section 2.22, Section 2.24 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (iiSection 6.01(q) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with definition of “Defaulting Lender”; or (ix) [reserved]; or (x) release the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended Guarantor or modified without the consent any Guarantee given to support payment of the Administrative Loans. No amendment, waiver or consent, unless in writing and signed by the Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the Issuing obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders without required hereinabove to take such action, require the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beSwingline Lender. Notwithstanding anything to the fact contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated terminated, unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided and the applicable Credit Parties party thereto; provided, that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period;Termination Date; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation;Loan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);Lender); (e) release a Borrower any Credit Party from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations;obligations; (f) release any Liens granted under the Guarantee and Pledge Agreement; (g) amend, modify or waive any provision of this Section 11.6 or Section Sections 3.6, 3.8, 10.1(a9.1(a), 10.39.3, 11.710.7, 12.211.2, 12.311.3, 12.5 11.5 or 12.9(b);11.9(b); or (gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beAgent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers Borrower may, in their its sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; obligations; provided, however, that the Borrowers Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers Borrower shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 11.6 unless the Borrowers have Borrower has notified such Non-Consenting Lender of their its intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any Any provision of the terms hereof or thereof Credit Documents may be amendedamended or waived if, changedbut only if, waived, discharged such amendment or terminated unless such amendment, change, waiver, discharge or termination waiver is in writing and is signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision case of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modifyAgreement, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waiveBorrower, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative AgentLenders, and no such agreement shall amend, modify or otherwise affect if the rights or duties of the Administrative Agent or the any Issuing Lenders without the prior written consent of Bank are affected thereby, the Administrative Agent or the such Issuing LendersBank, as the case may be. Notwithstanding , and (b) in the fact that case of any other Credit Document, each party thereto and the Administrative Agent (with the consent of the Required Lenders), provided that: (i) no amendment or waiver shall (A) increase or extend any Commitment of any Lender without the consent of such Lender, or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender and Issuing Bank owed any such Obligation, (C) release any Collateral for any Collateralized Obligations (other than as provided in accordance with Section 8.4) without the consent of all Lenders, (D) release all or substantially all of the Lenders is required value of the Guaranties of the Guarantors under the Guaranty and Collateral Agreement or all or substantially all of the Collateral (except as expressly provided for in certain circumstances as set forth abovethe Guaranty and Collateral Agreement, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansCollateral Documents or Section 11.20) without the consent of all Lenders, and each Lender acknowledges that (E) waive the provisions of Article IV hereof without in each such case the consent of all Lenders, (F) change any provision requiring ratable funding or sharing of payments without the consent of all Lenders or (G) amend or waive this Section 1126(c) 11.11, the definition herein of “Required Lenders” or the number of Lenders required to take any action under any other provision of the Bankruptcy Code supersede Credit Documents without the unanimous consent provisions set forth of each Lender directly and adversely affected thereby; (ii) notwithstanding anything to the contrary herein. In , (A) any Borrowing Request may be amended with the event consent of only the Borrower and the Administrative Agent, (B) any proposed amendment Application may be amended with the consent of only the Borrower and the applicable Issuing Bank and (C) any Letter of Credit may be amended only in accordance with Section 2.12; and (iii) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver of the or consent hereunder (and any amendment, waiver or consent which by its terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders directly or each affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign by its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that affects any Defaulting Lender more adversely than other affected Lenders shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateconsent of such Defaulting Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that (with prompt written notice of the same delivered to the Administrative Agent), provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender directly affected thereby: thereby (a) extend the Maturity Date or the Commitment Period; other than Defaulting Lenders), (bi) reduce the rate or extend the time of payment of interest (other than as a result of (x) waiving the applicability of any post-default increase in interest ratesrates or (y) thereon an amendment approved by the Required Lenders as set forth in the definition of “Applicable Margin” following the withdrawal by S&P and ▇▇▇▇▇’▇ of their ratings on the Borrower’s senior unsecured (non-credit enhanced) long term debt) on any Loan or fees hereunder, (ii) reduce the rate or extend the time of payment of any fees owing hereunder, (iii) extend (A) the Commitment of any Lender, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce the principal amount on any Loan or extend the time of payment thereof; (cb) reduce no such amendment, change, waiver, discharge or forgive termination shall, without the principal amount consent of any Loan or Reimbursement Obligation; each Lender directly affected thereby (dother than Defaulting Lenders), (i) increase or extend the Commitment of a any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); , (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (fii) amend, modify or waive any provision of this Section 10.6 or Section 3.6, 3.8, 10.1(a3.14 or Section 3.15(b), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (giii) reduce or increase any percentage specified in, or otherwise modify, the definition of “Required Lenders Lenders,” or other provision hereof specifying (iv) consent to the number assignment or percentage transfer by the Borrower of Lenders required any of its rights and obligations under (or in respect of) the Credit Documents to waive, amend or modify any provision hereof; orwhich it is a party; (hc) release all or substantially all no provision of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender Section 2.2 may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 Swingline Lender and (ii) Article IX may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties consent in each case not to be unreasonably withheld; and (d) designation of the Administrative Agent Master Account or the Issuing Lenders of any Financial Officer may not be made without the prior written consent of at least two Financial Officers of the Borrower. Notwithstanding anything to the contrary herein, (i) the Administrative Agent Agent’s Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Issuing Lendersparties thereto, as the case may be. Notwithstanding the fact that the (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent of all the Lenders is required in certain circumstances as set forth abovehereunder (and any amendment, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous waiver or consent provisions set forth herein. In the event any proposed amendment or waiver of the which by its terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders directly or each affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign by its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that affects any Defaulting Lender more adversely than other affected Lenders shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment dateconsent of such Defaulting Lender.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Loan Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender directly and adversely affected thereby: (ai) extend the Maturity Date final maturity of any Revolving Loan, or any portion thereof, or extend the Commitment Periodexpiration date of any Letter of Credit beyond the Termination Date; (bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon thereof or fees hereunder; (ciii) reduce or forgive waive the principal amount of any Loan or any Reimbursement Obligation; (div) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (ev) release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsLoan Documents; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (gvi) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders Lenders; (vii) consent to the assignment or other provision hereof specifying transfer by the number Borrower of any of its rights and obligations under (or percentage of Lenders required to waive, amend or modify any provision hereofin respect of) the Loan Documents except as permitted thereby; or (hviii) release all amend, modify or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) waive any provision of any Letter of Credit this (a) Section 7.04, Section 7.05, Section 2.22 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended Section 2.24 without the consent of each Lender directly and adversely affected thereby or (b) the Required Lenders but only with definition of “Defaulting Lender”. No amendment, waiver or consent, unless in writing and signed by the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no in such agreement capacity, in addition to the Lenders required hereinabove to take such action, shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.04 or the Issuing obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders without required hereinabove to take such action, require the prior written consent of the Administrative Agent Swingline Lender. Any amendment, waiver or consent relating to Section 2.05 or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) obligations of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of Issuing Bank under this Credit Agreement or any other Credit Loan Document requires shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrower; provided that no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender directly affected thereby: (a) extend the Maturity Date or the Commitment PeriodDate; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on the Loans or fees hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationextend the time of payment thereof; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a the Borrower from its obligations under the Credit Documents or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or assignment of such obligationsin respect of) the Credit Documents; (f) amend, modify or waive any provision of this Section 11.06 or Section 3.6Sections 3.08, 3.83.09, 10.1(a9.01(a), 10.311.02, 11.7, 12.2, 12.3, 12.5 11.03 or 12.9(b);11.05; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingLenders. Notwithstanding the above, (i) any no provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (iiSection 3.04(e) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, (ii) no provision of Sections 2.04, 3.04(c) or 3.04(d) may be amended or modified without the consent of the then L/C Issuers and (iii) no such agreement shall amend, modify provision of this Credit Agreement or otherwise affect any other Credit Document that addresses the rights or duties obligations of the Administrative Agent (including, without limitation, Section 10) may be amended or the Issuing Lenders modified without the prior written consent of the Administrative Agent Agent. Each Lender understands and agrees that if such Lender is a Defaulting Lender then, notwithstanding the provisions of this Section 11.06, it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the Issuing consent of all the Lenders; provided, as however, that all other benefits and obligations under the case may beCredit Documents shall apply to such Defaulting Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (A) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansBorrower Obligations, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (B) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (allow the “Non-Consenting Lender”) Borrower to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that Borrower, provided, however, that: (a) no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender directly affected thereby: , (a) extend the Maturity Date or the Commitment Period; (bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees hereunder, (ii) extend (A) the termination date of the Commitments of such Lender, (B) the maturity of any Loan, or any portion or installment thereof, or (C) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or (iii) reduce the principal amount on any Loan; (cb) reduce no such amendment, change, waiver, discharge or forgive termination shall, without the principal amount consent of any Loan or Reimbursement Obligation; each Lender affected thereby, (di) increase or extend the Commitment of a such Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a waiver of any mandatory reduction in the Commitments total commitments shall not constitute a change in the terms of any Commitment of any Lender); , (eii) release a Borrower all or any substantial portion of the collateral pledged to secure the Obligations hereunder or release any Material Guarantor from its the guaranty obligations under the Credit Documents or consent to the transfer or assignment of such obligations; hereunder, (fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.83.10, 10.1(a3.11, 3.12, 3.13, 9.1(a), 10.311.2, 11.711.3, 12.211.5 or 11.9, 12.3, 12.5 or 12.9(b); (giv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders Lenders," or (v) consent to the assignment or transfer by the Borrower or any other provision hereof specifying Credit Party of any of its rights and obligations under (or in respect of) the number or percentage of Lenders required Credit Documents to waive, amend or modify any provision hereofwhich it is a party; orand (hc) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any no provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender Section 2.2 may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, Lender and no provisions provision of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither Subject to Section 2.17 and the last paragraph of this Credit Section 8.5, any provision of this Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived or the subject of a consent if, changedbut only if, waived, discharged or terminated unless such amendment, change, waiver, discharge waiver or termination consent is in writing and is signed by each Borrower affected thereby and the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendmentBanks (and, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment, waiver or consent shall (a) increase or decrease the Tranche A Commitment Amount of any Tranche A Bank, Tranche B Commitment Amount of any Tranche B Bank or the Issuing Lenders Commitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation without the prior written consent of, as applicable, such Tranche A Bank, such Tranche B Bank, or such Bank, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder without the written consent of each Bank affected thereby, (c) postpone the final date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the termination of the Commitments without the written consent of each Bank affected thereby, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank, (e) change the definition of “Required Banks” or this Section 8.5 without the written consent of each Bank, (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 8.5 or any other provision of this Agreement without the written consent of each Bank, (g) change Section 8.16 without written consent of each Bank directly and adversely affected thereby, or (h) change the payment waterfall provisions of Section 7.5 without the written consent of each Bank. No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Notwithstanding anything to the contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time: (a) without consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver Banks, (the “Non-Consenting Lender”i) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 designate additional then-existing Borrowers as Designated Parent Borrowers or to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice designate additional entities as Designated Subsidiaries by delivering to the Administrative Agent in and the case Banks (A) a revised Schedule 4.11 reflecting such designations and (B) a certification by an Authorized Signatory of an assignee each applicable Borrower that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part (x) each of its interests, rights and obligations under this Credit Agreement Subsidiaries being newly designated pursuant to this Section 12.6 unless such revised Schedule 4.11 is formed for the Borrowers have notified purpose of making, and shall only make, one or more “Designated Subsidiary Investments” (as defined below) and (y) the Designated Subsidiary Investment(s) then being made by each applicable Designated Parent Borrower in each applicable Designated Subsidiary, plus the value of all other Designated Subsidiary Investments owned by such Non-Consenting Lender Designated Parent Borrower, is less than or equal to five percent (5%) of their intention the Net Asset Value of such Designated Parent Borrower at the time of such designation and investment, (ii) to require the assignment thereof at least ten days prior consolidate Designated Subsidiaries into one or more Designated Subsidiaries of a Designated Parent Borrower by delivering to the proposed assignment dateAdministrative Agent and the Banks a revised Schedule 4.11 reflecting such consolidations, or (iii) to terminate the status of Borrowers as Designated Parent Borrowers or to terminate the status of entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such terminations (and each such delivery shall be deemed to be a representation and warranty by each applicable Borrower that it no longer owns such Subsidiary being terminated or, if all of its Designated Subsidiaries are being terminated, that it no longer owns any Subsidiary); and (b) with the consent of the Administrative Agent, acting with the consent of the Required Banks, to designate then existing additional Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries pursuant to a written request for designation from the affected Borrower to the Administrative Agent.

Amendments, Waivers and Consents. Neither Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders and (or by the Borrower Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the BorrowersBorrower; provided, that no amendment, waiver or Borrowers consent shall: (a) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, 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 and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 2.11(b) shall only require the consent of the Required Lenders); (c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clauses (iv) and (v) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without only the consent of the Required Lenders but only with shall be necessary (i) to waive any obligation of the consent BorrowersBorrower to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such affected Issuing Lender. Notwithstanding amendment would be to reduce the above, no provisions rate of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit interest on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Loan or L/C Obligation or to reduce any fee payable hereunder; (d) change Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment 4.6 or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.Section

Amendments, Waivers and Consents. Neither Except as set forth below, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders and (or by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without Agent with the consent of the Required Lenders) and delivered to the Agent and, in the case of an amendment, signed by each Lender affected thereby: Borrower; provided that, no amendment, waiver or consent shall (a) extend increase the Maturity Date or the Commitment Period; (b) reduce the rate amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including, without limitation, pursuant to Section 2.6 except as otherwise set forth in such Section 2.6), (b) extend the originally scheduled time or times of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation; , (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation (except as the rate of interest may fluctuate pursuant to the provisions of Section 4.1), (d) increase permit any subordination of the principal or extend the Commitment of a Lender over the amount thereof in effect interest on any Loan or Reimbursement Obligation, (it being understood and agreed that a waiver e) release any material portion of any collateral securing the Credit Facility, (f) amend or waive the provisions of Section 8.17, (g) amend or waive the provisions or Section 9.1, (h) amend the provisions of Section 11.1 or the definition of Default or Event of Default Default, (i) amend the provisions of the last sentence of Section 10.4 or a waiver (j) amend the provisions of any mandatory reduction in this Section 13.11 or the Commitments definition of Required Lenders, without the prior written consent of each Lender; provided, further, that the Borrowers may, subject to the terms and conditions of Section 2.7 and upon the consent of the Agent (which consent shall not constitute be unreasonably withheld), increase the Aggregate Commitment either by designating a change in lender not theretofore an existing Lender to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased, without the terms further consent of any Commitment each other Lender (such consent being hereby deemed to be granted by each other such Lender upon execution of any Lenderthis Agreement); (e) release a Borrower from its obligations under the Credit Documents . In addition, no amendment, waiver or consent to the transfer or assignment provisions of such obligations; (fa) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation Article XII shall not be amended, modified or waived made without the written consent of the affected Issuing Lender Agent and (iib) the Maximum L/C Commitment of an Issuing Lender may be amended Article III without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyBorrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date or the Commitment Period; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower (and if the rights or Borrowers directly duties of the Issuing Bank are affected thereby, by it); provided provided, that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date Date, or postpone or extend the time for any payment or prepayment of principal (except pursuant to Section 3.3(b)) or the Commitment Periodtime of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release a the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligationsDocuments; (f) amend, modify or waive any provision of this Section 11.6 or Section 2.10, 3.6, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.7, 12.2, 12.3, 12.5 11.3 or 12.9(b)11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying Lenders; (h) release the number or percentage of Lenders required to waive, amend or modify any provision hereofCash Collateral except as specifically permitted hereunder and by the Collateral Documents; or (hi) release the Parent from its obligations under the Credit Documents or release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingthe other Guarantors from their obligations. Notwithstanding the above, (i) any No provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 10 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify . No provision of Section 2.2 may be amended or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders modified without the prior written consent of each Issuing Lender affected thereby. No provision of Section 2.8 may be amended or modified without the consent of the Administrative Agent or the Issuing Lenders, as the case may beSwingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (allow the “Non-Consenting Lender”) Borrower to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.

Amendments, Waivers and Consents. Neither Renewal. Except as set forth below, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed by the Required Lenders and (or by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without Administrative Agent with the consent of each Lender affected thereby: the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall (a) extend increase the Maturity Date or the Commitment Period; (b) reduce the rate amount or extend the time of payment the obligation of interest the Lenders to make Loans, provided, however, that the Required Lenders may at any time, in their sole discretion (other than as a result but shall be under no obligation to), approve any increases requested by Borrowers in the amount of waiving the applicability Aggregate Commitment above Three Hundred Seventy-Five Million Dollars ($375,000,000) without the approval of any post-default other Lender or Lenders (but in no event will any Lender's Commitment be increased without the prior written consent of such Lender) so long as after giving effect to any such proposed increase in interest rates) thereon or fees hereunder; (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any no Default or Event of Default has occurred and shall be continuing, (b) extend the originally scheduled time or a waiver times of payment of the principal of any mandatory reduction Loan or the time or times of payment of interest on any Loan or any fees due hereunder, (c) reduce the rate of interest or fees payable on any Loan (other than interest accruing as provided in Section 3.1(f)), (d) permit any subordination of the Commitments shall not constitute a change in the terms of principal or interest on any Commitment of Loan to any Lender); other Debt, (e) release any material portion of the Collateral or Security Document (other than (i) upon termination of the Commitments and payment and satisfaction of all Obligations (other than any Obligations that survive the termination of this Agreement pursuant to Section 12.12), (ii) Collateral constituting property being sold or disposed of if Borrowers certify to the Administrative Agent that the sale or disposition is made in compliance with the provisions of this Agreement and the Security Documents, upon which certification the Administrative Agent may conclusively rely in good faith, without further inquiry, or (iii) as specifically permitted in this Agreement or the applicable Security Document), (f) amend the provisions of this Section 12.8 or the definition of Required Lenders, (g) amend the provisions of Section 3.5, (h) change the provisions of Section 2.4(f) so that the percentage of the Commitments allocated to each Lender is changed upon a Borrower from its obligations under reduction of the Credit Documents Commitments, or (i) amend the definition of Alternative Currency, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the transfer or assignment provisions of such obligations; (f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b); (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation Article XI shall not be amended, modified or waived made without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender. Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected therebyLenders; provided that no such amendment, change, waiver, discharge or termination shall shall, without the consent of each Lender affected thereby: (a) extend the Maturity Date final maturity of any Loan or the Commitment Periodany portion thereof or postpone any other date fixed for any payment of principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or forgive waive the principal amount of any Loan or Reimbursement ObligationLoan; (d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (e) consent to the transfer by the Borrower of or release a the Borrower from its obligations under the Credit Documents obligations, or consent to the transfer by any Guarantor of or assignment release all or substantially all of such the Guarantors from its or their obligations, under the Credit Documents; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.63.4, 3.7, 3.8, 10.1(a5.2, 9.1(a), 10.311.2, 11.711.3 or 11.5 or amend or modify the definition of Borrowing Base, 12.2Borrowing Base Property, 12.3, 12.5 Development Property or 12.9(b);Income Property; or (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or (h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstandingLenders. Notwithstanding the above, (i) any No provision of any Letter of Credit Section 2.2 or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (iiSection 10.1(b) the Maximum L/C Commitment of an Issuing Lender may be amended or modified without the consent of the Required Lenders but only with Issuing Lender. No provision of Section 2.3 or Section 10.1(b) may be amended or modified without the consent of such affected Issuing the Swing Line Lender. Notwithstanding the above, no provisions No provision of Section 11 10 may be amended or modified without the consent of the Administrative Agent. It is understood and agreed that each Lender shall be given no less than five Business Days written notice to respond to any request for an amendment, and no such agreement shall amend, modify waiver or otherwise affect the rights consent under this Credit Agreement or duties any of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may beother Credit Documents. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein. In herein and (y) the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Required Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to may consent to such proposed amendment or waiver (the “Non-Consenting Lender”) allow a Credit Party to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent use cash collateral in the case context of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment datebankruptcy or insolvency proceeding.