Common use of Without Clause in Contracts

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;

Without. (A) the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section)payment, or postpone the Maturity DateDate (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest or constitute a reduction, waiver or excuse of any payment of principal or interest); (C) the prior written Unanimous Consent consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that entering into any Pari Passu Intercreditor Agreement or incurring any Qualifying Secured Debt shall not constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective obligations under their Facility Guarantee or substantially limit their liability in respect the Liens of such Facility Guaranteethe Security Documents); (D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) except in connection with Permitted Dispositions or the definitions of “Required Lenders” or any other provision of as provided in Section 6.03, release any Loan Document specifying the number Party from its obligations under any Loan Document, or percentage limit its liability in respect of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereundersuch Loan Document; (E) the prior written Unanimous Consent consent of all Lenders, change any SECTION 2.17(a) or (b), SECTION 7.03, or, during the continuance of the provisions an Event of Default or following an exercise of remedies pursuant to Section 7.02, SECTION 8.03; (F) the prior written consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law or in the ABL Intercreditor Agreement, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; or

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the expiration of the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of the Supermajority Required Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Loan Parties would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (E) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions and mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release any Borrower from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (F) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03; or (G) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;

Without. (A) the prior written Unanimous Consent consent of all Lenders directly and adversely affected therebythereby (but not the Required Lenders), reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood Documents; provided that a waiver no waiver, amendment or modification made, or other agreement entered into, in each case pursuant to the terms of a Default Section 2.10, shall not constitute a reduction in the rate of interest or fees for purposes of this Sectionclause (A); (B) the prior written Unanimous Consent consent of all Lenders directly and adversely affected therebythereby (but not the Required Lenders), postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment payment, or postpone the Termination Date (provided it being understood that a waiver of a Default interest pursuant to SECTION 2.12 shall not constitute a reduction, waiver or excuse of any payment of interest); provided that no waiver, amendment or waiver modification made, or other agreement entered into, in each case pursuant to the terms of interest Section 2.10, shall constitute a postponement or reduction for purposes of this Sectionclause (B), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all LendersConsent, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03Section 8.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that (1) entering into any Qualifying Pari Passu Intercreditor Agreement or any Qualifying Second Lien Intercreditor Agreement, or (2) incurring any Qualifying Secured Debt or secured Qualifying Other Debt shall not, in either case, constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective the Liens of the Security Documents); (D) [reserved;] (1) prior written Unanimous Consent, increase any advance rate percentage set forth in the definition of “Borrowing Base”; or (2) prior written consent of the Supermajority Lenders, otherwise change the definition of the terms “Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (F) prior written Unanimous Consent, except in connection with Permitted Dispositions or as provided in Section 6.03 or Section 8.16, release any Loan Party from its obligations under their Facility Guarantee any Loan Document, or substantially limit their its liability in respect of such Facility GuaranteeLoan Document; (DG) the prior written Unanimous Consent, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (H) prior written Unanimous Consent, change SECTION 2.17 (provided that no waiver, amendment or modification made to Section 2.17 pursuant to the terms of Section 2.10, shall require the consent of all Lendersany Lender), Section 7.03, or Section 8.03; (I) prior written Unanimous Consent, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law or in the Intercreditor Agreement, in any Qualifying Pari Passu Intercreditor Agreement, or except as provided in section 8.16, subordinate the Liens granted hereunder or claim of the Lenders or under the other Loan Documents to any other Lien; or (J) prior written Unanimous Consent, change any of the provisions of this SECTION Section 9.02(b) or ), the definitions of “Required Lenders” ”, “Supermajority Lenders”, or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;.

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the expiration of the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of the Supermajority Required Lenders, change the definition of the terms “Excess Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Loan Parties would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (E) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions and mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (F) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03; or (G) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Domestic Total Domestic Commitments or the Canadian Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Combined Availability”, “Domestic Availability” or, “Tranche A Borrowing Base”, or “Domestic Incremental Availability” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability”, “Canadian Incremental Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted under SECTION 6.03 resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be (including, without limitation, by virtue of the Obligations exceeding the “Cap Amount” (as defined in the Intercreditor Agreement)); (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Pro Rata Percentage”, “Canadian Commitment Percentage”, Domestic Commitment Percentage”, “Commitment Percentage”, “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;; or

Without. (A) A. the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) B. the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment, or postpone the Termination Date (it being understood that the waiver of (or amendment to the term of) any mandatory prepayment under SECTION 2.17(c) hereof shall not constitute a postponement of any date scheduled for the payment (provided that of principal or interest or constitute a reduction, waiver or excuse of any payment of principal or interest and a waiver of a Default interest pursuant to SECTION 2.12 shall not constitute a reduction, waiver or excuse or waiver of interest for purposes any payment of this Sectioninterest), or postpone the Maturity Date; (C) the C. prior written Unanimous Consent of all LendersConsent, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that (1) entering into any Qualifying Pari Passu Intercreditor Agreement or any Qualifying Second Lien Intercreditor Agreement, or (2) incurring any Qualifying Secured Debt shall not, in either case, constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective obligations under their Facility Guarantee or substantially limit their liability in respect the Liens of such Facility Guaranteethe Security Documents); D. prior written Unanimous Consent, except as provided in SECTION 2.02, increase the Total Commitments; E. (D1) prior written Unanimous Consent, increase any advance rate percentage set forth in the definition of “Borrowing Base”; or (2) prior written consent of all the Supermajority Lenders, otherwise change any the definition of the provisions of this SECTION 9.02(b) terms “Availability” or the definitions of “Required LendersBorrowing Base” or any other provision of any Loan Document specifying component definition thereof if as a result thereof the number or percentage of Lenders required amounts available to waivebe borrowed by the Borrowers would be increased, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) provided that the prior written Unanimous Consent of all Lenders, change any foregoing shall not limit the discretion of the provisions of SECTION 8.03Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein;

Without. limiting the generality of the provisions of Section 11.05 of the DIP Credit Agreement, the amendment set forth above shall be limited precisely as written, and nothing in this Thirteenth Amendment shall be deemed to prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the DIP Credit Agreement or any of such other Financing Documents. Except as specifically amended by this Thirteenth Amendment, the DIP Credit Agreement and such other Financing Documents shall remain in full force and effect and are hereby ratified and confirmed. In order to induce Lenders to enter into this Thirteenth Amendment, each Borrower, by its execution of a counterpart of this Thirteenth Amendment, represents and warrants that, subject to obtaining the approval of the Court to the execution, delivery and performance of this Thirteenth Amendment, (Aa) such Borrower has the corporate or other power and authority and all material Governmental Approvals required to enter into this Thirteenth Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Amended Agreement, (b) the prior written Unanimous Consent execution and delivery of this Thirteenth Amendment and the performance of the Amended Agreement have been duly authorized by all Lenders directly adversely affected therebynecessary corporate or other action on the part of such Borrower, reduce (c) the principal amount execution and delivery by such Borrower of this Thirteenth Amendment and the performance by such Borrower of the Amended Agreement do not and will not contravene, or violate, any Applicable Laws (including an applicable order of the Court) or any provision of its Organizational Documents, or constitute a default under any agreement or other instrument binding upon it (which default, in the case of such instruments or agreements, would give rise to rights enforceable on a post-Petition Date basis) or result in or require the imposition of any Obligation or reduce the rate of interest thereon Liens (other than the waiver Liens created by the Collateral Documents) on any of its assets, (d) the execution and delivery by such Borrower of this Thirteenth Amendment and the performance by such Borrower of the Default RateAmended Agreement do not and will not require any action by or in respect of, or filing with, any governmental body, agency or official, (e) this Thirteenth Amendment and the Amended Agreement have been duly executed and delivered by such Borrower and constitute the valid and binding obligations of such Borrower, enforceable in accordance with their respective terms, except as may be limited by general principles of equity, and (f) after giving effect to this Thirteenth Amendment, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Thirteenth Amendment that would constitute a Default. This Thirteenth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Thirteenth Amendment shall become effective (the date of such effectiveness being the "THIRTEENTH AMENDMENT EFFECTIVE DATE") as of November 1, 2001 provided the following conditions shall have been met: (a) the Borrowers and each of the Lenders shall have executed counterparts of this Thirteenth Amendment and the Borrowers and the Administrative Agent shall have received written or telephonic notification of such execution and authorization of delivery thereof, (b) the Administrative Agent shall have received from the Borrowers, for distribution to the undersigned Lenders in accordance with their respective Percentages, an amendment fee of 1% of the aggregate Tranche A Commitments of such Lenders after giving effect to this Thirteenth Amendment, (c) PNC Bank, National Association, as administrative agent under the Existing Credit Facilities (the "PREPETITION AGENT"), or reduce any fees payable shall have received an adequate protection payment from the Borrower in the amount of seven million five hundred thousand dollars ($7,500,000), for the ratable benefit of each of the Existing Lenders, in partial satisfaction of the Prepetition Indebtedness due under the Loan Documents Existing Credit Facilities (it being understood that a waiver to be applied by the Prepetition Agent in accordance with the terms of a Default shall not constitute a reduction of interest for purposes of this Sectionthe Existing Credit Facilities); , (Bd) the prior written Unanimous Consent Court shall have entered an order, in form and substance satisfactory to the Lenders, approving this Thirteenth Amendment, the amendment fee and the adequate protection payment referenced above, and (e) the Administrative Agent shall have received evidence satisfactory to it that all outstanding statements of all Lenders directly adversely affected therebyO'Melveny & Myers LLP, postpone the scheduled date of payment of any interest Houlihan Lokey Howard & Zukin, and Deloitte Consulting, ▇.▇.▇. that ▇▇▇ ▇▇▇e▇▇▇▇ ▇▇ ▇▇▇ pri▇▇ ▇▇ 12:00 Noon (New York City time) on any Obligation or reduce the amount ofNovember 2, waive or excuse any such payment 2001 have been paid in full. THIS THIRTEENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this SectionINCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all LendersWITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. BORROWERS: MARINER HEALTH GROUP, except INC. AID & ASSISTANCE, INC. BEECHWOOD HERITAGE RETIREMENT COMMUNITY, INC. BRIDE BROOK NURSING & REHABILITATION CENTER, INC. COMPASS PHARMACY SERVICES, INC. COMPASS PHARMACY SERVICES OF MARYLAND, INC. COMPASS PHARMACY SERVICES OF TEXAS, INC. CYPRESS NURSING FACILITY, INC. LONG RIDGE NURSING AND REHABILITATION CENTER, INC. LONGWOOD REHABILITATION CENTER, INC. MARINER HEALTH AT BONIFAY, INC. MARINER HEALTH CARE, INC. MARINER HEALTH CARE OF ATLANTIC SHORES, INC. MARINER HEALTH CARE OF DELAND, INC. MARINER HEALTH CARE OF FORT WAYNE, INC. MARINER HEALTH CARE OF GREAT▇▇ ▇▇UREL, INC. MARINER HEALTH CARE OF INVERNESS, INC. MARINER HEALTH CARE OF LAKE WORTH, INC. MARINER HEALTH CARE OF MACCLENNY, INC. MARINER HEALTH CARE OF METROWEST, INC. MARINER HEALTH CARE OF NASHVILLE, INC. MARINER HEALTH CARE OF NORTH HILLS, INC. MARINER HEALTH CARE OF ORANGE CITY, INC. MARINER HEALTH CARE OF PALM CITY, INC. MARINER HEALTH CARE OF PINELLAS POINT, INC. MARINER HEALTH CARE OF PORT ORANGE, INC. MARINER HEALTH CARE OF SOUTHERN CONNECTICUT, INC. MARINER HEALTH CARE OF TOLEDO, INC. MARINER HEALTH CARE OF TUSKAWILLA, INC. MARINER HEALTH CARE OF WEST HILLS, INC. MARINER HEALTH CENTRAL, INC. MARINER HEALTH HOME CARE, INC. MARINER HEALTH OF FLORIDA, INC. MARINER HEALTH OF JACKSONVILLE, INC. MARINER HEALTH OF MARYLAND, INC. MARINER HEALTH OF ORLANDO, INC. MARINER HEALTH OF PALMETTO, INC. MARINER HEALTH OF SEMINOLE COUNTY, INC. MARINER HEALTH OF TAMPA, INC. MARINER HEALTH RESOURCES, INC. MARINER PHYSICIAN SERVICES, INC. MARINER PRACTICE CORPORATION MARINER - REGENCY HEALTH PARTNERS, INC. MARINERSELECT STAFFING SOLUTIONS, INC. MARINER SUPPLY SERVICES, INC. MEDREHAB, INC. MEDREHAB OF INDIANA, INC. MEDREHAB OF LOUISIANA, INC. MEDREHAB OF MISSOURI, INC. MERRIMACK VALLEY NURSING & REHABILITATION CENTER, INC. METHUEN NURSING & REHABILITATION CENTER, INC. MHC REHAB. CORP. MHC TRANSPORTATION, INC. MYSTIC NURSING & REHABILITATION CENTER, INC. NATIONAL HEALTH STRATEGIES, INC. PARK TERRACE NURSING & REHABILITATION CENTER, INC. PENDLETON NURSING & REHABILITATION CENTER, INC. ▇INNACLE CARE CORPORATION PINNACLE CARE CORPORATION OF HUNTINGTON PINNACLE CARE CORPORATION OF NASHVILLE PINNACLE CARE CORPORATION OF SENECA PINNACLE CARE CORPORATION OF SUMTER PINNACLE CARE CORPORATION OF WILLIAMS BAY PINNACLE CARE CORPORATION O▇ ▇▇▇▇▇▇GTON PINNACLE CARE MANAGEMENT CORPORATION PINNACLE PHARMACEUTICALS, INC. PINNACLE PHARMACEUTICAL SERVICES, INC. PINNACLE REHABILITATION, INC. PINNACLE REHABILITATION OF MISSOURI, INC. PRISM CARE CENTERS, INC. PRISM HEALTH GROUP, INC. PRISM HOME CARE COMPANY, INC. PRISM HOME CARE, INC. PRISM HOME HEALTH SERVICES, INC. PRISM HOSPITAL VENTURES, INC. PRISM REHAB SYSTEMS, INC. REGENCY HEALTH CARE CENTER OF SEMINOLE COUNTY, INC. SASSAQUIN NURSING & REHABILITATION CENTER, INC. TAMPA MEDICAL ASSOCIATES, INC. THE OCEAN PHARMACY, INC. TRI-STATE HEALTH CARE, INC. WINDWARD HEALTH CARE, INC. BY: /s/ Boyd P. Gentry ------------------------------------------------- Boyd P. Gentry Vice President for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergerseac▇ ▇▇ ▇▇▇ foregoing Borrowers IHS REHAB PARTNERSHIP, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;LTD.

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees or other amounts payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees or other amounts payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section)payment, or postpone the Maturity expiration of the Commitments or postpone the Applicable Termination Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Availability” or “Borrowing Base” or or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (F) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (G) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (H) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03, or SECTION 8.03; (I) the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; or (J) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;.

Without. limiting the generality of the provisions of Section 11.05 of the DIP Credit Agreement, the amendment set forth above shall be limited precisely as written, and nothing in this Eleventh Amendment shall be deemed to prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the DIP Credit Agreement or any of such other Financing Documents. Except as specifically amended by this Eleventh Amendment, the DIP Credit Agreement and such other Financing Documents shall remain in full force and effect and are hereby ratified and confirmed. In order to induce Lenders to enter into this Eleventh Amendment, each Borrower, by its execution of a counterpart of this Eleventh Amendment, represents and warrants that (Aa) such Borrower has the corporate or other power and authority and all material Governmental Approvals required to enter into this Eleventh Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Amended Agreement, (b) the prior written Unanimous Consent execution and delivery of this Eleventh Amendment and the performance of the Amended Agreement have been duly authorized by all Lenders directly adversely affected therebynecessary corporate or other action on the part of such Borrower, reduce (c) the principal amount execution and delivery by such Borrower of this Eleventh Amendment and the performance by such Borrower of the Amended Agreement do not and will not contravene, or violate, any Applicable Laws (including an applicable order of the Court) or any provision of its Organizational Documents, or constitute a default under any agreement or other instrument binding upon it (which default, in the case of such instruments or agreements, would give rise to rights enforceable on a post-Petition Date basis) or result in or require the imposition of any Obligation or reduce the rate of interest thereon Liens (other than the waiver Liens created by the Collateral Documents) on any of its assets, (d) the execution and delivery by such Borrower of this Eleventh Amendment and the performance by such Borrower of the Default Rate)Amended Agreement do not and will not require any action by or in respect of, or reduce filing with, any fees payable under governmental body, agency or official, (e) this Eleventh Amendment and the Loan Documents Amended Agreement have been duly executed and delivered by such Borrower and constitute the valid and binding obligations of such Borrower, enforceable in accordance with their respective terms, except as may be limited by general principles of equity, (it being understood that a waiver of a Default shall not constitute a reduction of interest f) for purposes of the Borrowing Order (i) this SectionEleventh Amendment constitutes a non-material modification of the DIP Credit Agreement and the Financing Documents, and (ii) a true copy of this Eleventh Amendment has been given to and received by counsel to the Committee (as defined in the Borrowing Order); , and (Bg) after giving effect to this Eleventh Amendment, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Eleventh Amendment that would constitute a Default. This Eleventh Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Eleventh Amendment shall become effective (the date of such effectiveness being the "ELEVENTH AMENDMENT EFFECTIVE DATE") as of April 20, 2001, provided that (a) the prior written Unanimous Consent of all Borrowers and Supermajority Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes have executed counterparts of this SectionEleventh Amendment and the Borrowers and the Administrative Agent shall have received written or telephonic notification of such execution and authorization of delivery thereof, (b) the Administrative Agent shall have received evidence satisfactory to it that all outstanding statements of O'Melveny & Myer▇ ▇▇▇, Houl▇▇▇▇ ▇▇▇e▇ ▇▇▇▇▇▇ & ▇uki▇ ▇▇▇ Deloitte Consulting that are received by MHG prior to 12:00 Noon (New York City time) on April __, 2001 have been paid in full, and (c) no objections to this Eleventh Amendment shall have been served on the Administrative Agent by the Committee. Pursuant to paragraph 3 of the Borrowing Order, this Eleventh Amendment shall become effective upon the Eleventh Amendment Effective Date without the need for any further order of the Court and upon compliance with the notice requirement of paragraph 3 of the Borrowing Order and the Committee having submitted no objection thereto. THIS ELEVENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees or other amounts payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees or other amounts payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Availability” or “Tranche A Borrowing Base” or “Tranche A-1 Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (G) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (H) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03, or SECTION 8.03; (I) the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; (J) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EK) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted under SECTION 6.03 resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be (including, without limitation, by virtue of the Obligations exceeding the “Cap Amount” (as defined in the Intercreditor Agreement)); (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EM) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment payment, (provided that a waiver C) the prior written Unanimous Consent of a Default shall not constitute a reductionall Non-Extending Lenders directly affected thereby, excuse or waiver postpone the expiration of interest for purposes the Commitments of this Section), the Non-Extending Lenders or postpone the Existing Maturity Date; (CD) the prior written Unanimous Consent of all Extending Lenders directly affected thereby, postpone the expiration of the Commitments of the Extending Lenders or postpone the Extended Term Maturity Date; (E) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.19, release all or substantially all of the Collateral from the Liens of the Security Documents Documents; (F) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or release the Total Canadian Commitments; (G) the prior written Unanimous Consent of all or substantially all Lenders, change the definition of the Facility Guarantors terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (H) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (I) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from their respective its obligations under their Facility Guarantee any Loan Document, or substantially limit their its liability in respect of such Facility GuaranteeLoan Document; (DJ) the prior written consent Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadavnce or Permitted Domestic Overadvance; (K) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03; SECTION 8.05 or SECTION 8.18; (L) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (M) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EN) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation Loan or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;; 173 (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent of each Term Lender, change the definition of the term “Supermajority Consent of Term Lenders”; (E) the prior written Supermajority Consent of Term Lenders and Supermajority Consent of Revolving Lenders, change the definition of the terms “Domestic Availability”, “Domestic Borrowing Base”, or “Domestic Incremental Availability”, or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory or Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Supermajority Consent of Term Lenders and Supermajority Consent of Revolving Lenders, change the definition of the terms “Combined Borrowing Base”, “Canadian Availability”, “Canadian Incremental Availability” or “Canadian Borrowing Base” or any component definition thereof if, in each case, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted hereunder resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) [Reserved]; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and the Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, amend or modify the Superpriority Claim status of the Lenders under the Orders or under any Loan Document, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or 174 under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Pro Rata Percentage”, “Canadian Commitment Percentage”, “Domestic Commitment Percentage”, “Commitment Percentage”, “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;thereunder in each case to reduce such percentage; or

Without. limiting the provisions of the foregoing clause (Aa), except (i) for the prior written Unanimous Consent matters set forth in Section 6.1(a) and Section 6.1(b) of all Lenders directly adversely affected thereby, reduce the principal amount Company Disclosure Letter; (ii) as required by the terms of any Obligation Contract, Collective Bargaining Agreement or reduce the rate of interest thereon (other than the waiver Employee Benefit Plan in existence as of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes date of this Section); Agreement or as required under applicable Law; (Biii) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation as otherwise contemplated hereby; or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the Maturity Date; (Civ) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) with the prior written consent of all Lendersthe Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, the Seller shall cause the Company and each of its Subsidiaries not to (i) change its authorized or issued share capital or issue, deliver, grant, sell, dispose of, pledge, award or otherwise encumber, or authorize or propose the issuance, delivery, grant, sale, disposition, pledge or other encumbrance of any additional shares of any class in the capital of the Company, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares in the capital of the Company, or any direct or indirect rights, warrants, options, appreciation rights, phantom shares, profit participation rights, calls, commitments or any other agreements of any character to purchase or acquire any shares or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares in the capital of the Company or any of its Subsidiaries, other than any such transactions carried out between the Subsidiaries of the Company or between the Company and any of its Subsidiaries; (ii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Company or any of its Subsidiaries or liquidate, merge or dissolve the Company or any of its Subsidiaries; (iii) amend any of the Company Organizational Documents; (iv) except as required pursuant to any plan, program or agreement existing on the date hereof, (A) establish, enter into, adopt, materially amend, or terminate any material Employee Benefit Plan or any plan, program, policy, agreement, or arrangement that would be a material Employee Benefit Plan; (B) materially increase or decrease the rate of compensation of, or pay or agree to pay or provide any material benefit to, any current or former executive officer, director or general manager of the Company or any of its Subsidiaries or any other Key Employee; (C) hire any executive officer, director or general manager or any Key Employee, other than to replace an executive officer, director or general manager or Key Employee, who left the Company or its Subsidiaries provided that such offer is made in the ordinary course of business and on substantially the same terms of service and employment as those offered to the executive officer, director or general manager or any other Key Employee who left the Company or its Subsidiaries; or (D) terminate, other than for cause, the employment or service of any executive officer, director or general manager of the Company or any of its Subsidiaries or any other Key Employee; (v) make any change in financial accounting methods, principles or practices, except as required by a change in GAAP, applicable Law or other applicable accounting principles or standards; (vi) form any Subsidiary or directly or indirectly acquire or agree to acquire in any transaction (by merger, consolidation, stock or asset purchase, or otherwise) any equity interest in or business of any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or division thereof; (vii) (A) other than purchases and sales of the Product, Inventory and supplies in the ordinary course of business, acquire or agree to acquire, sell, lease (as lessor), assign, exchange, pledge, mortgage, encumber, abandon or otherwise transfer or dispose of any tangible or intangible assets (other than real property or Intellectual Property) in excess of $250,000, in the aggregate (including by merger, consolidation or acquisition of stock or assets), except for sales, dispositions or transfers of products, inventory or obsolete or worn-out equipment in the ordinary course of business; or (B) sell, lease (as lessor), mortgage, pledge, encumber, abandon, sell and leaseback or otherwise transfer or dispose of any real properties material to the Company and its Subsidiaries, taken as a whole, or any material rights or interests therein; (viii) change any material Tax election (other than an election to change the entity classification of the Company or any of its Subsidiaries for U.S. federal tax purposes), change an annual Tax accounting period, change any material method of accounting for Tax purposes, file any material amended Tax Return, enter into any material closing agreement for Tax purposes, settle or compromise any material Tax liability, or surrender any right to claim a material refund of Taxes, in each case, to the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” extent that such action could reasonably be expected to materially increase Purchaser’s or any other provision of any Loan Document specifying its Affiliates’ (including, following the number or percentage of Lenders required to waiveClosing, amend or modify any rights thereunder or make any determination or grant any consent thereunderthe Company and its Subsidiaries) liability for Taxes; (Eix) except in the prior written Unanimous Consent ordinary course of all Lendersbusiness, change (A) grant or agree to grant to any Person any exclusive license to any Intellectual Property material to the Company and its Subsidiaries, taken as a whole, except as between or among the Company and its Subsidiaries or between or among Subsidiaries of the Company or (B) sell, assign, transfer, abandon or otherwise dispose of any material Company Intellectual Property, except the expiration of any registered Intellectual Property in accordance with the applicable statutory term; (x) create, assume, incur or guarantee any Indebtedness in excess of $250,000, except for: (A) Indebtedness incurred in the ordinary course of business; (B) Indebtedness incurred under letters of credit entered into in the ordinary course of business; (C) guarantees by the Company or any of its Subsidiaries of Indebtedness of the Company or any of its Subsidiaries; or (D) Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries; (xi) settle, compromise, discharge, waive, release, assign or agree to settle or enter into any waiver, release, assignment, compromise or settlement of any pending or threatened Action other than those that do not involve the payment by the Company or any of its Subsidiaries of monetary damages in excess of $250,000 in any individual instance; (xii) except in the ordinary course of business, and as does not and would not constitute, individually or in the aggregate, a Company Material Adverse Effect, cancel, surrender, allow to expire or fail to renew, any Permits material to the Company and its Subsidiaries, taken as a whole; (xiii) other than in the ordinary course of business, accelerate or alter in any material respect practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable (except for delay in payment of any such payables being contested in good faith by the Company); or (xiv) agree to take any of the provisions of SECTION 8.03;foregoing actions.

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EM) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of all Lendersthe Collateral Trustee (or the written consent of the Credit Agreement Collateral Agent in accordance with Section 7.1(b)(3) of the Collateral Trust Agreement), change such Grantor shall not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer (except, in each case, pursuant to a transaction permitted under the Collateral Trust Parity Lien Documents), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the provisions of this SECTION 9.02(b) Investment Property or the definitions of “Required Lenders” Proceeds thereof or any other provision interest therein (except, in each case, pursuant to a transaction permitted under the Collateral Trust Parity Lien Documents), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Loan Document specifying the number or percentage of Lenders required to waiveperson with respect to, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien permitted thereon pursuant to the Collateral Trust Parity Lien Documents, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Trustee (or its bailee or agent) to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction permitted under the Collateral Trust Parity Lien Documents) or (v) cause or permit any subsidiary that is the Issuer of, or otherwise consent to any Issuer of, any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Collateral Trustee in writing of SECTION 8.03;any such election or action and, in such event, shall take all steps reasonably requested by the Collateral Trustee or if prior to the Discharge of Credit Agreement Obligations, if reasonably requested by the Credit Agreement Collateral Agent in respect of the equivalent provision in the agreements relating to the Applicable Credit Agreement, to establish the “control” of the Collateral Trustee (or its bailee or agent) thereof.

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;; or

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or “Tranche A-1 Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Domestic Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Canadian Borrower would be increased, provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than the Initial Borrower, as contemplated herein, and a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Domestic Commitments (or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03; SECTION 8.04 or SECTION 8.17 (J) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (K) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EL) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.