Common use of ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT Clause in Contracts

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent: (a) Any extension of the Maturity Date. (b) Any release of all or substantially all of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (c) Any amendment of the definition of the terms “Borrowing Base”, “Last Out Borrowing Base”, “Availability” or “Aggregate Availability” or of any definition of any component thereof, such that more credit would be available to the Loan Parties, based on the same assets, as would have been available to the Loan Parties immediately prior to such amendment , it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s administration of the Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit Facilities, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (d) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement). (e) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (f) The waiver of the obligation of the Loan Parties to reduce the unpaid principal balance of the Credit Facilities to an amount which does not exceed a Permitted Protective OverAdvance or, subject to the time limits included in Section 15.3(a) (which places time and frequency limits on Permitted Protective OverAdvances). (g) Any amendment of this Article 15. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (i) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Lenders” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous Consent”

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent: (a) Any extension of the Maturity Date. (b) Any release of all or substantially all of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (c) Any amendment of the definition of the terms “Borrowing Base”, “Last Out Tranche B Borrowing Base”, “Availability” or “Aggregate Availability” or of any definition of any component thereof, such that more credit would be available to the Loan Parties, based on the same assets, as would have been available to the Loan Parties immediately prior to such amendment amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (d) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement). (e) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (f) The waiver of the obligation of the Loan Parties to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed a Permitted Protective OverAdvance or, subject to the time limits included in Section 15.3(a16.3(a) (which places time and frequency limits on Permitted Protective OverAdvances). (g) Any amendment of this Article 1516. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 13.4 (ii) 13.6 13.5 (iii) 13.7 14.7 (iv) 14.8 (i) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Lenders” “Majority Revolving Credit Lenders” “Minimum Excess Availability Breach” “Tranche B Availability Breach” “Tranche B Payment Breach” “Permitted Protective OverAdvance” “Standstill Period” “SuperMajority Lenders” “SuperMajority Revolving Credit Lenders” “Tranche B Loan Action Events” “Unanimous Consent”

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent: (a) Any increase in any Revolving Credit Lender's Revolving Credit Dollar Commitment or Revolving Credit Percentage Commitment (other than by reason of the application of Section 15.10 (which deals with NonConsenting Revolving Credit Lenders) or Section 16.1 (which deals with assignments and participations)). (b) Any decrease in any interest rate or fee payable to the Revolving Credit Lenders on account of the Revolving Credit Loans. (c) Any extension of the Maturity Date. (bd) Any forgiveness of all or any portion of any payment Liability. (e) Any decrease in any interest rate or fee payable under any of the Loan Documents (other than any Agent's Fee (for which the consent of the Agent shall be required)). (f) Any release of all or substantially all a material portion of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (cg) Any amendment of the definition of the terms “"Borrowing Base”, “Last Out Borrowing Base”, “" or "Availability” or “Aggregate Availability” " or of any definition Definition of any component thereof, such that more credit would be available to the Loan PartiesBorrowers, based on the same assets, as would have been available 98 -91- to the Loan Parties Borrowers immediately prior to such amendment amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s 's administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (dh) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement)Liabilities. (ei) The making of any Revolving Credit Loan which, when made, exceeds Availability and Minimum Availability and is not a Permitted Protective OverAdvance, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “"cover” " any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (fj) The waiver of the obligation of the Loan Parties Borrowers to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed so that no OverLoan (other than a Permitted Protective OverAdvance OverAdvance) is outstanding or, subject to the time limits included in Section 15.3(a) (which places time and frequency limits on Permitted Protective OverAdvancesOverAdvance), to eliminate a Protective OverAdvance. (gk) Any amendment of this Article 15. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (il) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Lenders” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous Consent”:

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent: (a) Any extension release of a material portion of the Maturity Date.Collateral, but such Consent to such release is not required if any of the following conditions is satisfied: (bi) Any Such release of all or substantially all of the Collateral not is otherwise required or provided for in the Loan Documents or Documents. (ii) Such release is being made to facilitate a LiquidationLiquidation (but such release shall require the consent of the Majority Lenders). (ciii) No OverLoan exists immediately after giving effect to the application to the Loan Account of the net proceeds received on account of the transaction in which such release is made (but such release shall require the consent of the Majority Lenders). (b) Any amendment of the definition Definitions of the terms “Tranche A Borrowing Base”, “Last Out Tranche A-1 Borrowing Base”, “Excess Availability Reserve”, “Availability” or “Aggregate Availability” ”, or of any definition of any component thereof, such that more credit would be available to the Loan PartiesBorrower, based on the same assets, as would have been available to the Loan Parties Borrower immediately prior to such amendment , it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Collateral Agent of any Reserve (other than the Excess Availability Reserve) in the Administrative Collateral Agent’s administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (c) Any waiver, amendment, or modification which has the effect of increasing any Tranche A Dollar Commitment, Tranche A-1 Dollar Commitment, Applicable Commitment Percentage, or the Revolving Credit Ceiling, except that no Consent shall be required for any such increase which is the result of the application of the following Sections of this Agreement: (i) Section 16.9 (which relates to NonConsenting Revolving Credit Lenders). (ii) Section 17.1 (which relates to assignments and assumptions). (d) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement)Liabilities. (e) The making of any Revolving Credit Loan which, when made, exceeds Availability and OverLoan which is not a Permitted Protective OverAdvance, providedsubject, however,, to the following: (i) no No Consent shall be is required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C; andC or any Banker’s Acceptance. (ii) each Each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (f) Any amendment which has the effect of modifying the Administrative Agent’s right or ability to make Protective OverAdvances. (g) The waiver of the obligation of the Loan Parties Borrower to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed so that no OverLoan (other than a Permitted Protective OverAdvance or, subject to the time limits included in Section 15.3(aOverAdvance) (which places time and frequency limits on Permitted Protective OverAdvances)is outstanding. (gh) Any amendment of this Article 1516. (hi) Amendment of any Any subordination of the following Sections Liabilities to any material obligation of the Borrower, unless such subordination is otherwise required pursuant to this or is permitted by this Agreement: . (i) 12.4 (ii) 13.6 (iii) 13.7 (ij) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Lenders” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous Consent”:

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with the Consent of each Revolving Credit Lender adversely affected thereby or with Unanimous Consent: (a) Any decrease in any interest rate or fee payable to the Revolving Credit Lenders on account of the Revolving Credit Loans. (b) Any extension of the Maturity Date. (bc) Any forgiveness of all or any portion of any payment Liability. (d) Any decrease in any interest rate or fee payable under any of the Loan Documents (other than any Agent’s Fee (for which the consent of only the Agent shall be required)) and of any fee payable to the Revolving Credit Lenders provided for by the Fee Letter (which may be amended by written agreement between the Borrower on the one hand, and the Agent on the other). (e) Any release of all or substantially all a material portion of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (cf) Any amendment of the definition of the terms “Borrowing Base”, “Last Out Borrowing Base”, “Availability” or “Aggregate Availability” or of any definition Definition of any component thereof, such that more credit would be available to the Loan PartiesBorrower, based on the same assets, as would have been available to the Loan Parties Borrower immediately prior to such amendment , it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (dg) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement)Liabilities. (eh) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvancePermissible OverLoan, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvancePermissible OverLoan, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (fi) The waiver of the obligation of the Loan Parties Borrower to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed a Permitted Protective OverAdvance Permissible OverLoan or, subject to the time limits included in Section 15.3(a15-3(a) (which places time and frequency limits on Permitted Protective OverAdvancesPermissible OverLoans), to eliminate an OverLoan. (gj) Any amendment of this Article 15. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (ik) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority LendersLender” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous ConsentPermissible OverLoan”

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with the Consent of each Revolving Credit Lender adversely affected thereby or with Unanimous Consent: (a) Any decrease in any interest rate or fee payable to the Revolving Credit Lenders on account of the Revolving Credit Loans. (b) Any extension of the Maturity Date. (bc) Any forgiveness of all or any portion of any payment Liability. (d) Any decrease in any interest rate or fee payable under any of the Loan Documents (other than any Agent’s Fee (for which the consent of only the Agent shall be required)) and of any fee payable to the Revolving Credit Lenders provided for by the Fee Letter (which may be amended by written agreement between the Borrower on the one hand, and the Agent on the other). (e) Any release of all or substantially all a material portion of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (cf) Any amendment of the definition of the terms “Borrowing Base”, “Last Out Borrowing Base”, “Availability” or “Aggregate Availability” or of any definition Definition of any component thereof, such that more credit would be available to the Loan PartiesBorrower, based on the same assets, as would have been available to the Loan Parties Borrower immediately prior to such amendment amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (dg) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement)Liabilities. (eh) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvancePermissible OverLoan, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvancePermissible OverLoan, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (fi) The waiver of the obligation of the Loan Parties Borrower to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed a Permitted Protective OverAdvance Permissible OverLoan or, subject to the time limits included in Section 15.3(a15-3(a) (which places time and frequency limits on Permitted Protective OverAdvancesPermissible OverLoans), to eliminate an OverLoan. (gj) Any amendment of this Article 15. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (ik) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority LendersLender” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous ConsentPermissible OverLoan”

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent: (a) Any increase in any Revolving Credit Lender's Revolving Credit Dollar Commitment or Revolving Credit Percentage Commitment (other than by reason of the application of Section 15.10 (which deals with NonConsenting Revolving Credit Lenders) or Section 16.1 (which deals with assignments and participations)). (b) Any decrease in any interest rate or fee payable to the Revolving Credit Lenders on account of the Revolving Credit Loans. (c) Any extension of the Maturity Date. (bd) Any forgiveness of all or any portion of any payment Liability. (e) Any decrease in any interest rate or fee payable under any of the Loan Documents (other than any Agent's Fee (for which the consent of the Agent shall be required)). (f) Any release of all or substantially all a material portion of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (cg) Any amendment of the definition of the terms “"Borrowing Base”, “Last Out Borrowing Base”, “" or "Availability” or “Aggregate Availability” " or of any definition Definition of any component thereof, such that more credit would be available to the Loan PartiesBorrowers, based on the same assets, as would have been available to the Loan Parties Borrowers immediately prior to such amendment amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s 's administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (dh) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement)Liabilities. (ei) The making of any Revolving Credit Loan which, when made, exceeds Availability minus Minimum Availability and is not a Permitted Protective OverAdvance, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “"cover” " any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (fj) The waiver of the obligation of the Loan Parties Borrowers to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed so that no OverLoan (other than a Permitted Protective OverAdvance OverAdvance) is outstanding or, subject to the time limits included in Section 15.3(a) (which places time and frequency limits on Permitted Protective OverAdvancesOverAdvance), to eliminate a Protective OverAdvance. (gk) Any amendment of this Article 15. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (il) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Lenders” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous Consent”:

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent: (a) Any increase in any Revolving Credit Lender's Revolving Credit Dollar Commitment or Revolving Credit Percentage Commitment (other than by reason of the application of Section 15.10 (which deals with NonConsenting Revolving Credit Lenders) or Section 16.1 (which deals with assignments and participations)). (b) Any decrease in any interest rate or fee payable to the Revolving Credit Lenders on account of the Revolving Credit Loans. (c) Any extension of the Maturity Date. (bd) Any forgiveness of all or any portion of any payment Liability, provided, however, that the Agent shall be permitted to forgive fees owed to it and not to any other Revolving Credit Lender without any consent being required. (e) Any decrease in any interest rate or fee payable under any of the Loan Documents (other than any Agent's Fee (for which the consent of the Agent shall also be required)). (f) Any release of all or substantially all a material portion of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (cg) Any amendment of the definition of the terms “"Borrowing Base”, “Last Out Borrowing Base”, “" or "Availability” or “Aggregate Availability” " or of any definition Definition of any component thereof, such that more credit would be available to the Loan PartiesBorrower, based on the same assets, as would have been available to the Loan Parties Borrower immediately prior to such amendment amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s 's administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (dh) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement)Liabilities. (ei) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “"cover” " any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (fj) The waiver of the obligation of the Loan Parties Borrower to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed so that no OverAdvance (other than a Permitted Protective OverAdvance OverAdvance) is outstanding or, subject to the time limits included in Section 15.3(a) (which places time and frequency limits on Permitted Protective OverAdvancesOverAdvance), to eliminate a Protective OverAdvance. (gk) The incurrence of any additional Indebtedness of the Borrower which is secured by an Encumbrance not otherwise permitted by Section 5.6 hereof. (l) Any amendment to clauses (a), (i), (j) or (k) of Section 5.20. (m) Any amendment of this Article 15. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (in) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Lenders” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous Consent”:

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with the Consent of each Revolving Credit Lender adversely affected thereby or with Unanimous Consent: (a) Any increase in any Revolving Credit Lender's Revolving Credit Commitment or Revolving Credit Commitment Percentage (other than by reason of the application of Section 14-8 (which deals with NonConsenting Revolving Credit Lenders) or Section 15-1 (which deals with assignments and participations)), or the increase of the Revolving Credit Ceiling to an amount in excess of $60,000,000.00. (b) Any decrease in any interest rate or fee payable to the Revolving Credit Lenders on account of the Revolving Credit Loans. (c) Any extension of the Maturity Date. (bd) Any forgiveness of all or any portion of any payment Liability. (e) Any decrease in any interest rate or fee payable under any of the Loan Documents (other than any Administrative Agent's Fee (for which the consent of the Administrative Agent shall also be required) and of any fee provided for by the Fee Letter (which may be amended by written agreement between the Lead Borrower on the one hand, and the Administrative Agent on the other)). (f) Any release of all or substantially all a material portion of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (cg) Any amendment of the definition of the terms “"Borrowing Base”, “Last Out Borrowing Base”, “Availability” or “Aggregate Availability” " or of any definition of any component thereof, such that more credit would be available to the Loan PartiesBorrowers, based on the the. same assets, as would have been available to the Loan Parties Borrowers immediately prior to such amendment amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s 's administration of the Revolving Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit FacilitiesRevolving Credit, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (dh) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement)Liabilities. (ei) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvancePermissible OverLoan, provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “"cover” " any honoring of a drawing under any L/C; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvancePermissible OverLoan, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value). (fj) The waiver of the obligation of the Loan Parties Borrowers to reduce the unpaid principal balance of loans under the Revolving Credit Facilities to an amount which does not exceed a Permitted Protective OverAdvance or, subject Permissible OverLoan or to the time limits included in Section 15.3(a) (which places time and frequency limits on Permitted Protective OverAdvances)eliminate an OverLoan. (gk) Any amendment of this Article 1514. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (il) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Lenders” “Permitted Protective OverAdvance” “SuperMajority Lenders” “Unanimous Consent”:

ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consentconsent of all Lenders: (a) Any extension of the Maturity Date. (b) Any release of all or substantially all of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation. (c) Any amendment of the definition of the terms “Borrowing Base”, “Last Out Tranche B Borrowing Base”, or “Availability” or “Aggregate AvailabilityAvailability Block” or of any definition of any component thereof, such that more credit would be available to the Loan PartiesBorrowers, based on the same assets, as would have been available to the Loan Parties Borrowers immediately prior to such amendment amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s administration of the Credit Facilities as otherwise permitted by this Agreement. (ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit Facilities, Agent from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value. (d) Any release of any Person obligated on account of the Liabilities Obligations (except in connection with a sale of such Person approved by the SuperMajority Revolving Credit Lenders and Tranche B Lender in accordance with the terms of this Agreement), even though only the approval of the Required Lenders would be required hereunder for such sale) of such Person. (e) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance, provided, however, (i) no Consent consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/CLetter of Credit; and (ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral Collateral value). (f) The waiver of the obligation of the Loan Parties Borrowers to reduce the unpaid principal balance of the Revolving Credit Facilities Loans to an amount which does not exceed a Permitted Protective OverAdvance or, subject to within the time limits included in Section 15.3(a14.15(a) (which places time and frequency limits on Permitted Protective OverAdvances). (g) Any amendment of this Article 15Sections 13.5, 14.13, 14.14, 14.15, 14.16, 14.17, 14.18, 14.19, 14.20 or 14.21. (h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (i) Amendment of any of the following Definitions: “Appraised Inventory Liquidation Value” “Majority Permitted Protective OverAdvance” “Required Lenders” “Permitted Protective OverAdvanceRequired Revolving Credit Lenders” “Standstill Termination Date” “SuperMajority Lenders” “Unanimous ConsentSuperMajority Revolving Credit Lenders”