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 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 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 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.

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.

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.”

Except as otherwise expressly provided in this Agreement (including, without limitation, §2.13), any consent or approval required or permitted by this Agreement may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrowers or the Guarantors, as the case may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: # a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); # any increase or reduction in the amount of the Commitment of a Lender (except as provided in §2.4, §2.11 and §18.1); # a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; # a change in the amount of any fee payable to a Lender hereunder; # the postponement of any date fixed for any payment of principal of or interest on the Loan or any fees payable under the Loan Documents (except as provided in §2.12 with respect to extension of the Revolving Credit Maturity Date); # an extension of the Maturity Date (except as provided in §2.12 with respect to extension of the Revolving Credit Maturity Date); # a change in the manner of distribution of any payments to Lenders or Agent; # the release of any Borrower or any Guarantor or any reduction of any Guarantor’s liability under the Guaranty except as otherwise provided in §5.5; # an amendment of the definition of Required Lenders or of any requirement for consent by all Lenders; # any modification to require a Revolving Credit Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrowers other than based on its Commitment Percentage; # an amendment to this §27; or # an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all Lenders or the Required Lenders to require a lesser number of Lenders to approve such action. Notwithstanding the foregoing, the provisions of §14 may not be amended without the written consent of Agent and no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above to take such action, amend, waive or consent to any departure from, the definitions of ICE LIBOR, LIBOR Screen Rate, Successor Rate Conforming Changes or the provisions of §4.6(b) (except in accordance with §4.6(b)). There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lenders, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial 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 more adversely than other Affected Lenders shall require the consent of such Defaulting Lender.

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