Required Consent. The Company may not modify any of the terms of this Note without the prior written consent of the Holder.

No Consent Required. No approval or authorization by, or filing with, any Governmental Entity is required to be made or obtained by Parent in connection with the execution, delivery and performance by Parent of this Parent Guarantee other than # approvals and authorizations that have previously been obtained and filings that have previously been made or approvals, authorizations or filings which will be made on a timely basis, # approval, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the financial condition, business or operations of the guarantor, taken as a whole, and # approvals, authorizations and filings required to be made by or obtained by Buyer as set forth in [Section 5.3].

Notwithstanding anything to the contrary herein, no Defaulting ​ 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, the Required Lenders, the Required Facility Lenders, the Required Delayed Draw Lenders or each affected ​ may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Commitment of any Defaulting ​ may not be increased or extended without the consent of such Defaulting ​ and # any waiver, amendment or modification requiring the consent of all Lenders or each affected ​ that by its terms affects any Defaulting ​ more adversely than other affected Lenders shall require the consent of such Defaulting ​.

In the event that # the ​ or the Administrative ​ has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, # the consent, waiver or amendment in question requires the agreement of each ​, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans and # the Required Lenders, Required Revolving Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any ​ who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting ​.”

interest shall only require the consent of the Required Lenders and not each Lender directly affected thereby,

change any provision of this Section 10.01 or the definitions of “Required Lenders”, “Required Facility Lenders”, “Required Revolving Lenders”, or “Required Term Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

Instructions of Required Lenders The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with any Loan Documents or Collateral, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations against Claims that could be incurred by Agent Agent may refrain from any act until it has received such instructions or assurances, and shall not incur liability to any Person by reason of so refraining Instructions of Required Lenders shall be binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting pursuant to instructions of Required Lenders Notwithstanding the foregoing, instructions by and consent of specific parties shall be required to the extent provided in [Section 1411] In no event shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability

“Non-Consenting ​” means any ​ that does not approve any consent, waiver or amendment that # requires the approval of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, in accordance with the terms of [Section 11.01] and # has been approved by the Required Lenders.

the Commitments and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;

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.

Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, Revolving Commitments, Revolving Exposure and Term Loans of any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining whether all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class) or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this [Section 9.02]); provided 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 affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

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, or all Lenders or each affected Lender under a Facility, 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, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; # each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and # the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

“Non-Consenting Lender” means, any Lender that does not approve any consent, waiver or amendment that # requires the approval of all Lenders or all affected Lenders in accordance with the terms of [Section 10.01] and # has been approved by the Required Lenders.

except as otherwise permitted by this [Section 12.2] change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders”, “Required Revolving Credit Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly and adversely affected thereby;

reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (it being agreed that the waiver of the Default Interest rate (or the imposition thereof) shall only require the consent of the Required Lenders), or reduce any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby;

to such Defaulting Lender than it is to, other affected Lenders shall require the consent of such Defaulting Lender.

and provided further that # no amendment, waiver or consent shall, unless in writing and signed by each Issuer in addition to the Lenders required above, affect the rights or duties of an Issuer under this Agreement 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 Loan Lender in addition to the Lenders required above, affect the rights or duties of the Swing Loan Lender under this Agreement; # no amendment, waiver or consent shall, unless in writing and signed by the [[Administrative Agent:Organization]] in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the [[Administrative Agent:Organization]] under this Agreement or any other Loan Document; and # [Section 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 amendment that by its terms adversely affects the rights 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 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 more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Section # Amendments. Any provision of this Agreement or the other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by # the Company, # the Required Lenders (or the Administrative Agent with the signed written consent of the Required Lenders), and # if the rights or duties of the Administrative Agent are affected thereby, the Administrative Agent; provided that:

Affected Financial Institution. No Credit Party is an Affected Financial Institution.

Affected Financial Institutions. Neither any Borrower nor any Guarantor is an Affected Financial Institution.