and, provided further that # no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement, any other Loan Document or any Issuer Document relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; # [Section 10.05(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the Company may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and # any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
and, provided furtherfurther, that # no amendment, waiver or consent shall, unless in writing and signed by the L/C IssuerIssuers in addition to the Lenders​ required above, affect the rights or duties of the L/C IssuerIssuers under this Agreement, any other Loan Document or any Issuer Document relating to any Letter of Credit issued or to be issued by it;Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders​ required above, affect the rights or duties of the Swing Line Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders​ required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and # [SectionSection 10.05(06(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the Company may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder or under any other Loan Document (and any amendment, waiver or consent which by its terms requires the consent of all Lenders​ or each affected Lender may be effected with the consent of the applicable Lenders​ other than Defaulting Lenders)​), except that # the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and # any waiver, amendmentamendment, or modification requiring the consent of all Lenders​ or each affected Lender thatLender, only if by its terms it affects any Defaulting Lender disproportionately adversely relative to other affected Lenders​, shall require the consent of suchthe Defaulting Lender.
and, providedprovided, further that # no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuereach Issuing Bank in addition to the Lenders​ required above, affect the rights or duties of the L/C IssuerIssuing Bank under this Agreement, any other Loan DocumentAgreement or any Issuer DocumentLetter of Credit application relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing LineSwingline Lender in addition to the Lenders​ required above, affect the rights or duties of the Swing LineSwingline Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders​ required above, affect the rights or duties ofof, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and # [Section 10.05(07(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the Company may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),hereunder, except that # the Commitment of anysuch Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and #(it being understood that any waiver, amendmentCommitments or modification requiring the consent of all LendersLoans held or each affected Lender thatdeemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall requirebe excluded for a vote of the ​ hereunder requiring any consent of such Defaulting Lender.the ​).
and,and provided further that # no amendment, waiver or consent shall, unless in writing and signed by thean L/C Issuer in addition to the Borrower and the Lenders required above, affect the rights or duties of thesuch L/C IssuerIssuer, in its capacity as such, under this Agreement, any other Loan DocumentAgreement or any Issuer DocumentLetter of Credit Application relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing LineSwingline Lender in addition to the Borrower and the Lenders required above, affect the rights or duties of the Swing Line LenderSwingline Lender, in its capacity as such, under this Agreement;Agreement or any other Loan Document relating to any Swingline Loan; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent, in its capacity as such, in addition to the Borrower and the Lenders required above, affect the rights or duties ofof, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and # [Section 10.05(07(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the Company may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder (and any amendment, waiver or consentother action which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),Lenders, except that # no amendment, waiver or consent relating to [Section 10.01(a), (b) or (c)])])] may be effected and the Commitmentprincipal amount of any Loan of any Defaulting Lender may not be increased or extendedforgiven, in each case without the consent of such Defaulting Lender and # any waiver, amendmentamendment, modification, waiver or modification requiring the consent of all Lenders or each affected Lenderother action that by its terms adversely affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.in its capacity as a Lender in a manner that differs in any material respect from, and is more adverse 83894470_5
and, provided furtherfurther, that # no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement, any other Loan DocumentAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; # [Section 10.05(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the CompanyFee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and # any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionatelymore adversely relative tothan other affected Lenders shall require the consent of such Defaulting Lender.
and, provided furtherprovided, further, that # no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement, any other Loan DocumentAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; # [Section 10.05(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the CompanyFee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Commitment of anysuch Defaulting Lender may not be increased or extended without the consent of such LenderLender, and # any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionatelymore adversely relative tothan other affected Lenders shall require the consent of such Defaulting Lender.
and,and provided further that # no amendment, waiver or consent shall, unless in writing and signed by the L/Ceach Issuer in addition to the Lenders required above, affect the rights or duties of the L/Can Issuer under this Agreement, any other Loan DocumentAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing LineLoan Lender in addition to the Lenders required above, affect the rights or duties of the Swing LineLoan Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the [[Administrative AgentAgent:Organization]] in addition to the Lenders required above, affect the rights or duties ofof, or any fees or other amounts payable to, the [[Administrative AgentAgent:Organization]] under this Agreement or any other Loan Document; and # [Section 10.05(h)12.2(g)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # the consent of Requisite Revolving Credit Lenders shall be required with respect to any fee letter withamendment that by its terms adversely affects the Companyrights of the Lenders under such Revolving Facility in respect of payments hereunder in a manner different than such amendment affects other Revolving Loan; # no amendment, waiver or consent shall, unless in writing and signed by the [[FILO Documentation Agent:Organization]] in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the [[FILO Documentation Agent:Organization]] under this Agreement or any other Loan Document; and # the Fee Letter and the FILO Fee Letter, respectively, may be amended, or rights or privileges thereunder waived, in a writing executed by only by the respective parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Revolving Credit Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and # any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionatelymore adversely relative tothan other affected Lenders shall require the consent of such Defaulting Lender.
and, provided furtherand provided, further, that # no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement, any other Loan DocumentAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; # [Section 10.05(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the CompanyFee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),hereunder, except that # the Revolving Credit Commitment of any Defaultingsuch Lender may not be increased or extended without the consent of such Lender and # any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
and, provided furtherprovided, further, that # no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement, any other Loan DocumentAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;it, # no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement;Agreement, # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;Document, # the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto and # [Section 10.05(h)06(g)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the Company may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected LenderLender, or all Lenders or each affected Lender, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Commitment of any Defaulting Lender may not be increased or extended or the principal amount owed to such Lender reduced, or the final maturity thereof extended, without the consent of such Lender andLender, # any waiver, amendment or modification requiring the consent of all Lenders or each affected LenderLender, or all Lenders or each affected Lender, that by its terms affects any Defaulting Lender disproportionatelymore adversely relative tothan other affected Lenders shall require the consent of such Defaulting Lender and # no such amendment, waiver or consent shall modify the voting rights of any Defaulting Lender hereunder without the consent of each such Defaulting Lender. Upon delivery by the Borrower of each Compliance Certificate of a Responsible Officer certifying supplements to the Schedules to this Agreement pursuant to [Section 6.02(b)], the schedule supplements attached to each such certificate shall be incorporated into and become a part of and supplement [Schedule 5.11]. hereto, and the Administrative Agent may attach such schedule supplements to such Schedules, and each reference to such Schedules shall mean and be a reference to such Schedules, as supplemented pursuant thereto.
and, provided furtherfurther, that # no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of thesuch L/C Issuer under this Agreement, any other Loan DocumentAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; # no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; # [Section 10.05(h)] may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and # any fee letter with the Company may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and # any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionatelymore adversely relative tothan other affected Lenders shall require the consent of such Defaulting Lender.
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