Entire Agreement, Amendment and Waiver. This Agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications respecting such subject matter including, without limitation, that certain Term Sheet dated at or around April 30, 2011; provided, however, that the provisions in this Agreement are not intended to modify, expand or extinguish any restrictive covenants in any other agreement or arrangement between you and the Company or any of its affiliates. This Agreement shall not be modified, amended or in any way altered except by written instrument signed by you and the Company’s chief executive officer (or, in the case you are the Company’s chief executive officer, by another officer of the Company acting at the direction of the Board.) A waiver by either party hereto of any rights or remedies hereunder on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

SECTION #Counterparts. This Amendment and Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties to this Amendment and Waiver may execute this Amendment and Waiver by signing any such counterpart.

In connection with any proposed amendment or waiver of this Agreement or any other Loan Document pursuant to this [Section 12.5], either # such proposed amendment or waiver will be effective only upon satisfaction of the Rating Condition or # if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lenders a copy of such proposed amendment or waiver; provided, in the case of the [foregoing clause (2)], if any Lender notifies the Borrower prior to execution of such proposed amendment or waiver that, based on its reasonable determination, such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will not be effective without the satisfaction of the Rating Condition; provided, further that no amendment (including, for the avoidance of doubt, any amendment to the Fee Letter Agreement) shall increase the Commitment of any Lender or increase the Applicable Margin without satisfaction of the Rating Condition.

If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a [[Organization A:Organization]] by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such [[Organization A:Organization]] shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a [[Organization A:Organization]] to timely respond to such amendment, waiver or consent shall be deemed an approval by such [[Organization A:Organization]] of such amendment, waiver or consent. The provisions of this paragraph shall not apply to any amendment, waiver or consent regarding any of the matters described in [Section 11.6.(a) through 11.6(h)].

The Parties agree that no waiver, amendment, or modification of any of the terms and/or conditions of this Agreement shall be effective unless in writing and signed by all Parties affected by such waiver, amendment, or modification. No waiver of any term, condition or default of any term of this Agreement shall be construed as a waiver of any other term, condition, or default.

AMENDMENT AND WAIVER. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section # Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or waived if, but only if, # such amendment or waiver is in writing, # such amendment or waiver is signed by the Borrower and the Required ​ (and, if the rights or duties of any the Administrative Agent are affected thereby, by it) and # the Borrower has notified the Administrative Agent of such amendment or waiver in writing; provided that no such amendment or waiver shall:

Section # Amendment and Waiver.

Amendment. This Confirmation and the Agreement may not be modified, amended or supplemented, except in a written instrument signed by [[Organization B:Organization]] and [[Organization A:Organization]].

Amendment. By written notice to You, the Committee reserves the right to amend the Plan or the provisions of this Certificate provided that no such amendment will impair in any material respect Your rights under this Certificate without Your consent except as required to comply with applicable securities laws or Section 409A of the Code.