Consent of Affected Lenders Required. No amendment, modification, waiver or consent shall # extend or increase the Commitment of any Lender without the written consent of such Lender, # extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or Letter of Credit reimbursement obligations or commitment fees payable hereunder without the written consent of each Lender directly affected thereby, # reduce the principal amount of any Loan, the stated rate of interest thereon (provided that the institution of the Default Rate or post default interest and a subsequent removal of the Default Rate or post default interest shall not constitute a decrease in interest rate pursuant to this [Section 11.3]) or the stated rate of commitment fees payable hereunder, without the consent of each Lender directly affected thereby; provided, however, that any reduction in the Applicable Margin or Applicable Commitment Fee Rate pursuant to [Section 2.16] shall not constitute a reduction for purposes of this clause (C) and shall be subject to the voting requirements of [Section 2.16], # change the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, without the consent of each Lender directly affected thereby, # without the unanimous consent of the Lenders, change any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, # without the unanimous consent of the Lenders, release the Borrower or any Guarantor of Payment or of any material amount of collateral securing the Secured Obligations, except in connection with a transaction specifically permitted hereunder as provided in [Section 10.8] hereof, or # without the unanimous consent of the Lenders, amend the definition of “Agreed Currency”, this [Section 11.3], or [Section 2.13, 9.5 or 9.8]8]8] hereof.

Consent of Affected Lenders Required. No amendment, modification, waiver or consent shall # extend or increase the Commitment of any Lender without the written consent of such Lender, # extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or Letter of Credit reimbursement obligations or commitment fees payable hereunder without the written consent of each Lender directly affected thereby, # reduce the principal amount of any Loan, the stated rate of interest thereon (provided that the institution of the Default Rate or post default interest and a subsequent removal of the Default Rate or post default interest shall not constitute a decrease in interest rate pursuant to this [Section 11.3]) or the stated rate of commitment fees payable hereunder, without the consent of each Lender directly affected thereby; provided, however, that any reduction in the Applicable Margin or Applicable Commitment Fee Rate pursuant to [Section 2.16] shall not constitute a reduction for purposes of this clause (C) and shall be subject to the voting requirements of [Section 2.16], # change the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, without the consent of each Lender directly affected thereby, # without the unanimous consent of the Lenders, change any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, # without the unanimous consent of the Lenders, release the Borrower or any Guarantor of Payment or of any material amount of collateral securing the Secured Obligations, or subordinate the priority of the Administrative Agent’s Lien on all or any part of the Collateral, except in connection with a transaction specifically permitted hereunder as provided in [Section 10.8] hereof, or # without the unanimous consent of the Lenders, amend the definition of “Agreed Currency”, this [Section 11.3], or [Section 2.13, 9.5 or 9.8]8]8] hereof.

Consent of Affected Lenders Required. No amendment, modification, waiver or consent shall # extend or increase the Commitment of any Lender without the written consent of such Lender, # extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or Letter of Credit reimbursement obligations or commitment fees payable hereunder without the written consent of each Lender directly affected thereby, # reduce the principal amount of any Loan, the stated rate of interest thereon (provided that the institution of the Default Rate or post default interest and a subsequent removal of the Default Rate or post default interest shall not constitute a decrease in interest rate pursuant to this [Section 11.3]) or the stated rate of commitment fees payable hereunder, without the consent of each Lender directly affected thereby, # change the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, without the consent of each Lender directly affected thereby, # without the unanimous consent of the Lenders, change any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, # without the unanimous consent of the Lenders, release the Borrower or any Guarantor of Payment or of any material amount of collateral securing the Secured Obligations, except in connection with a transaction specifically permitted hereunder as provided in [Section 10.8] hereof, or # without the unanimous consent of the Lenders, amend the definition of “Agreed Currency”, this [Section 11.3], or [Section 2.13, 9.5 or 9.8]8]8] hereof.

Consent of Lenders Affected Required. No amendment, modification, waiver or consent shall # extend or increase the Commitment of any Lender without the written consent of such Lender, # extend the date scheduled for payment of any principal of or interest on the Loans or Letter of Credit reimbursement obligations or commitment fees payable hereunder without the written consent of each Lender directly affected thereby, # reduce the principal amount of any Loan, the stated rate of interest thereon (provided that the institution of the Default Rate or post default interest and a subsequent removal of the Default Rate or post default interest shall not constitute a decrease in interest rate pursuant to this [Section 11.3(b)]) or the stated rate of commitment fees payable hereunder, without the consent of each Lender directly affected thereby, # change the manner of the application of any payments made by the Borrower to the Lenders hereunder, without the consent of each Lender directly affected thereby, # without the unanimous consent of the Lenders, change any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, # without the unanimous consent of the Lenders, release the Borrower or any Guarantor of Payment or release or subordinate any material amount of collateral securing the Secured Obligations, except in connection with a transaction specifically permitted hereunder, # without the unanimous consent of the Lenders, amend this [Section 11.3] or [Section 9.5 or 9.8]8] hereof, or # without the unanimous consent of the Lenders, permit the Borrower to assign its rights hereunder or any interest herein.

Consent of Lenders Affected Required. No amendment, modification, waiver or consent shall # extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in [Section 4.2] or of any Default or Event of Default is not considered an extension or increase), # extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest (other than Default Interest) on the Loans or Letter of Credit reimbursement obligations or commitment fees payable hereunder without the written consent of each Lender directly affected thereby, # reduce

considered an extension or increase), # extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest (other than Default interest) on the Loans or Letter of Credit reimbursement obligations or commitment fees payable hereunder without the written consent of each Lender directly affected thereby, # reduce the principal amount of any Loan, the stated rate of interest thereon (provided that neither # the institution of the Default Rate or post default interest and a subsequent removal of the Default Rate or post default interest, nor # any change instituted pursuant to [Section 3.5(c)] hereof, shall not constitute a decrease in interest rate pursuant to this [Section 11.3]) or the stated rate of commitment fees payable hereunder, without the consent of each Lender directly affected thereby, # change the order or manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, without the consent of each Lender directly affected thereby, # without the unanimous consent of the Lenders, change any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, # without the unanimous consent of the Lenders, release the Borrowers or any Guarantor of Payment or release or subordinate any material amount of collateral securing the Secured Obligations, except in connection with a transaction specifically permitted hereunder, or # without the unanimous consent of the Lenders, amend this [Section 11.3] or [Sections 9.5 or 9.8]8] hereof.

consent of the Required Lenders; provided that no such agreement shall # increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), # reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, # postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, # change [Section 2.16(b) or (d)])] in a manner that would alter the ratable reduction of Commitments or the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), # change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, # change [Section 2.18], without the consent of each Lender (other than any Defaulting Lender), # release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or # except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the [[Administrative Agent:Organization]], or the Issuing Bank hereunder without the prior written consent of the [[Administrative Agent:Organization]] or the Issuing Bank, as the case may be (it being understood that any amendment to [Section 2.18] shall require the consent of the [[Administrative Agent:Organization]] and the Issuing Bank); provided further that no such agreement shall amend or modify the provisions of [Section 2.05] or any letter of credit application and any bilateral agreement between the Borrower and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the [[Administrative Agent:Organization]] and the Issuing Bank, respectively. The [[Administrative Agent:Organization]] may also amend the Commitment Schedule to reflect assignments entered into pursuant to [Section 9.04]. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.”

fees payable hereunder, without the written consent of each Lender adversely affected thereby, # postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, in each case, without the written consent of each Lender adversely affected thereby, # subject to [Section 10.02(c)] below, change [Section 2.08(c)] or [Section 2.18(b) or 2.18(c)])] in a manner that would alter the pro rata sharing of Commitment reductions or payments required thereby, as the case may be, without the written consent of each Lender adversely affected thereby, # change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or # release the Company from, or limit or condition, its Obligations under Article IX without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding anything else in this Section to the contrary # any amendment of the definition of the term “Applicable Rate” pursuant to the last sentence of such definition shall require only the written consent of the Company and the Required Lenders and # no consent with respect to any waiver, amendment or modification of this Agreement or any other Loan Document shall be required of any Defaulting Lender, except with respect to any waiver, amendment or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be adversely affected by such amendment, waiver or other modification.

consent of the Required Lenders; provided that no such agreement shall # increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), # reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except that any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B)), # postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, # change [Section 2.18(b) or (d)])] in a manner that would alter the manner in which payments are shared, without the written consent of each Lender, # change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender directly affected thereby, # release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written the consent of each Lender (other than any Defaulting Lender), # change [Section 2.20], without the consent of each Lender (other than any Defaulting Lender) or # except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be (it being understood that any amendment to [Section 2.20] shall require the consent of the Administrative Agent and the Issuing Bank). The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to [Section 9.04] and reductions or increases pursuant to [Section 2.09].

Notwithstanding the provisions of Section 11.01(a), the written consent of all of the Lenders affected thereby shall be required for any amendment, modification or waiver # reducing (without payment thereon) the principal amount due and owing under any outstanding Advance or the interest thereon, # postponing any date for any payment of any Advance or the interest thereon, # modifying the provisions of this Section 11.01 or the definition of Majority Lenders or change any other provision specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights or make any determination or grant any consent, # extending the Maturity Date, # of any provision of [Section 2.08], # extending or increasing any Commitment of any Lender, # changing [Section 11.15] in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby, # waiving any condition set forth in Section 3.01 or # consenting to a Loan Party’s assignment or transfer of its rights and obligations under this Agreement or any other Transaction Document or releasing all or substantially all of the Collateral except as expressly authorized in this Agreement.