(a) No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (and in the case of any amendment to any Loan Document, the written consent of each Borrower that is a party thereto), and then such waiver, consent or amendment shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (i) waive any of the conditions specified in Section 3.01 (ii) extend or increase the Commitments of such Lenders or subject such Lenders to any additional obligations, (iii) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of (including, without limitation, final maturity), or interest on, the Advances or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances that shall be required for the Lenders or any of them to take any action hereunder, (vi) release any Borrower from its obligations under this Agreement, or release any of Rayonier, TRS or ROC from its guarantee obligations under the Guarantee Agreement, except a release of TRS or ROC pursuant to Section 7.10, (vii) amend this Section 8.01 , provided , further that in addition to the foregoing requirements, no amendment or waiver shall (i) change the pro rata distribution of payments and proceeds to a Class of the Lenders in any manner that materially and adversely affects the Class of Lenders without the written consent of (x) with respect to the Term Loan Facility, the Required Term Loan Lenders, (y) with respect to the Revolving Credit Facility, the Required Revolving Lenders, and (z) with the respect to any Incremental Term Loan Facility, the Required Class Lenders of such Incremental Term Loan Facility, (ii) without the consent of the Required Revolving Lenders, and, until the expiration of the Term Loan Availability Period, the Required Term Loan Lenders (A) waive any Default for purposes of Section 3.02(c) , (B) amend, change, waive, discharge or terminate Sections 3.02 or Article VII in a manner adverse to such Revolving Lenders, (iii) amend the definition of “Required Revolving Lenders,” without the written consent of each Revolving Lender under the Revolving Credit Facility or amend the definition of “Required Term Loan Lenders” without the written consent of each Term Loan Lender under the Term Loan Facility, or (iv) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders without the written consent of each Lender of such Class; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Bank, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Bank, as the case may be, under this Agreement, any Note or any other Loan Document.