Common use of ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS Clause in Contracts

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The Revolving Credit Lenders agree that any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Agent in its discretion without the Consent of the Revolving Credit Lenders and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period. (b) If the Borrower is then In Default, the SuperMajority Lenders may direct the Agent to suspend the Revolving Credit (including the making of any Protective OverAdvances), whereupon, as long as the Borrower is In Default, the only Revolving Credit Loans which may be made are the following: (i) Revolving Credit Loans made to “cover” the honoring of L/Cs. (ii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If an Event of Default has occurred and not been duly waived, the SuperMajority Lenders may: (i) Give the Agent an Acceleration Notice in accordance with Section 13.1(b). (ii) Direct the Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The Revolving Credit Lenders agree that any loan or advance under the Revolving Credit which results in a Protective OverAdvance Permissible OverLoan may be made by the Agent in its discretion without the Consent of the Revolving Credit Lenders and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Permissible OverLoan (other than any Permissible OverLoan to the extent that it is also a Protective OverAdvance Advance as to which no such Consent or direction is so required) to be outstanding for more than Forty-Five (45) 45 consecutive Business Days or more than twice in any twelve month period. (b) If the Borrower is then In DefaultInDefault, the SuperMajority Lenders may direct the Agent to suspend the Revolving Credit (including the making of any Protective OverAdvancesPermissible OverLoans), whereupon, as long as the Borrower is In DefaultInDefault, the only Revolving Credit Loans which may be made are the following:either (i) Revolving Credit Loans made or undertaken in the Agent’s discretion to “cover” protect and preserve the honoring interests of L/Cs.the Revolving Credit Lenders; or (ii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If an Event of Default has occurred and not been duly waived, the SuperMajority Lenders may: (i) Give the Agent an Acceleration Notice in accordance with Section 13.1(b13-1(b). (ii) Direct the Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The Revolving Credit Lenders agree that any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Agent in its discretion without the Consent of the Revolving Credit Lenders and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Forty Five (45) consecutive Business Days or more than twice in any twelve month period. (b) If the Borrower is then In DefaultInDefault, the SuperMajority Lenders may direct the Agent to suspend the Revolving Credit (including the making of any Protective OverAdvances), whereupon, as long as the Borrower is In DefaultInDefault, the only Revolving Credit Loans which may be made are the following: (i) Protective OverAdvances. (ii) Revolving Credit Loans made to “"cover” " the honoring of L/CsC's. (iiiii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If an Event of Default has occurred and not been duly waived, the SuperMajority Lenders may: (i) Give the Agent an Acceleration Notice in accordance with Section 13.1(b). (ii) Direct the Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. 112 The Consent or direction of the SuperMajority Lenders is required as follows: (a) The SuperMajority Lenders may direct the Administrative Agent to permit Protective OverAdvances to be outstanding for more than 45 consecutive Business Days or more than twice in any twelve month period (the Revolving Credit Lenders agree that recognizing that, except as described in this Section 16.3(a), any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Administrative Agent in its reasonable, good faith discretion without the Consent of the Revolving Credit Lenders Lenders, whether or not a Default exists, and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period). (b) If the Borrower is then In Default, the The SuperMajority Lenders may direct the Administrative Agent to suspend the Revolving Credit (including the making of Credit, if any Protective OverAdvances)Default is then occurring, whereuponfollowing which direction, and for as long as the Borrower a Default is In Defaultthen occurring, the only Revolving Credit Loans which may be made are the following: (i) Protective OverAdvances not otherwise prohibited as provided in 16.3(a). (ii) Revolving Credit Loans made to “"cover” " the honoring of L/CsC's and Banker's Acceptances. (iiiii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If The SuperMajority Lenders may undertake the following if an Event of Default has occurred and not been duly waived, the SuperMajority Lenders mayis continuing: (i) Give the Administrative Agent an Acceleration Notice in accordance with Section 13.1(b14.1(b). (ii) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The SuperMajority Lenders may direct the Administrative Agent to permit Protective OverAdvances to be outstanding for more than 45 consecutive Business Days or more than twice in any twelve month period (the Revolving Credit Lenders agree that recognizing that, except as described in this Section 16.3(a), any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Administrative Agent in its reasonable, good faith discretion without the Consent of the Revolving Credit Lenders Lenders, whether or not a Default exists, and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period). (b) If the Borrower is then In Default, the The SuperMajority Lenders may direct the Administrative Agent to suspend the Revolving Credit (including the making of Credit, if any Protective OverAdvances)Default is then occurring, whereuponfollowing which direction, and for as long as the Borrower a Default is In Defaultthen occurring, the only Revolving Credit Loans which may be made are the following: (i) Protective OverAdvances not otherwise prohibited as provided in 16.3(a). (ii) Revolving Credit Loans made to “"cover” " the honoring of L/CsC's and Banker's Acceptances. (iiiii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If The SuperMajority Lenders may undertake the following if an Event of Default has occurred and not been duly waived, the SuperMajority Lenders mayis continuing: (i) Give the Administrative Agent an Acceleration Notice in accordance with Section 13.1(b14.1(b). (ii) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The SuperMajority Lenders may direct the Administrative Agent to permit Protective OverAdvances to be outstanding for more than 45 consecutive Business Days or more than twice in any twelve month period (the Revolving Credit Lenders agree that recognizing that, except as described in this Section , any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Administrative Agent in its reasonable, good faith discretion without the Consent of the Revolving Credit Lenders Lenders, whether or not a Default exists, and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period). (b) If the Borrower is then In Default, the The SuperMajority Lenders may direct the Administrative Agent to suspend the Revolving Credit (including the making of Credit, if any Protective OverAdvances)Default is then occurring, whereuponfollowing which direction, and for as long as the Borrower a Default is In Defaultthen occurring, the only Revolving Credit Loans which may be made are the following: (i) Protective OverAdvances not otherwise prohibited as provided in. (ii) Revolving Credit Loans made to “"cover” " the honoring of L/CsC's and Banker's Acceptances. (iiiii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If The SuperMajority Lenders may undertake the following if an Event of Default has occurred and not been duly waived, the SuperMajority Lenders mayis continuing: (i) Give the Administrative Agent an Acceleration Notice in accordance with Section 13.1(b14.1(b). (ii) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The Revolving Credit Lenders agree that any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Agent in its discretion without the Consent of the Revolving Credit Lenders and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period. (b) If the Borrower is Borrowers are then In Default, the SuperMajority Lenders may direct the Agent to suspend the Revolving Credit (including the making of any Protective OverAdvances), whereupon, as long as the Borrower is Borrowers are In Default, the only Revolving Credit Loans which may be made are the following: (i) Revolving Credit Loans made to “cover” the honoring of L/Cs. (ii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If an Event of Default has occurred and has not been duly waived, the SuperMajority Lenders may: (i) Give the Agent an Acceleration Notice in accordance with Section 13.1(b). (ii) Direct the Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement. (d) If an Event of Default has occurred and has not been duly waived, the SuperMajority Term Loan A Lenders may: (i) Give the Agent an Acceleration Notice in accordance with Section 13.1(c). (ii) Direct the Agent to increase the rate of interest on Term Loan A to the default rate of interest for Term Loan A as provided in, and to the extent permitted by, this Agreement. (e) If an Event of Default has occurred and has not been duly waived, the SuperMajority Term Loan B Lenders may: (i) Give the Agent an Acceleration Notice in accordance with Section 13.1(d). (ii) Direct the Agent to increase the rate of interest on Term Loan B to the default rate of interest for Term Loan B as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The SuperMajority Lenders may direct the Administrative Agent to permit Protective OverAdvances to be outstanding for more than 45 consecutive Business Days or more than twice in any twelve month period (the Revolving Credit Lenders agree that recognizing that, except as 121 described in this Section 15.3(a), any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Administrative Agent in its reasonable, good faith discretion without the Consent of the Revolving Credit Lenders Lenders, whether or not a Default exists, and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period). (b) If the Borrower is then In Default, the The SuperMajority Lenders may direct the Administrative Agent to suspend the Revolving Credit (including the making of Credit, if any Protective OverAdvances)Default is then occurring, whereuponfollowing which direction, and for as long as the Borrower a Default is In Defaultthen occurring, the only Revolving Credit Loans which may be made are the following: (i) Protective OverAdvances not otherwise prohibited as provided in 15.3(a). (ii) Revolving Credit Loans made to “"cover” " the honoring of L/CsC's and Banker's Acceptances. (iiiii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If The SuperMajority Lenders may undertake the following if an Event of Default has occurred and not been duly waived, the SuperMajority Lenders mayis continuing: (i) Give the Administrative Agent an Acceleration Notice in accordance with Section 13.1(b). (ii) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The SuperMajority Lenders may direct the Administrative Agent to permit Protective OverAdvances to be outstanding for more than 45 consecutive Business Days or more than twice in any twelve month period (the Revolving Credit Lenders agree that recognizing that, except as described in this Section , any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Administrative Agent in its reasonable, good faith discretion without the Consent of the Revolving Credit Lenders Lenders, whether or not a Default exists, and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period). (b) If the Borrower is then In Default, the The SuperMajority Lenders may direct the Administrative Agent to suspend the Revolving Credit (including the making of Credit, if any Protective OverAdvances)Default is then occurring, whereuponfollowing which direction, and for as long as the Borrower a Default is In Defaultthen occurring, the only Revolving Credit Loans which may be made are the following: (i) Protective OverAdvances not otherwise prohibited as provided in . (ii) Revolving Credit Loans made to “"cover” " the honoring of L/CsC's and Banker's Acceptances. (iiiii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If The SuperMajority Lenders may undertake the following if an Event of Default has occurred and not been duly waived, the SuperMajority Lenders mayis continuing: (i) Give the Administrative Agent an Acceleration Notice in accordance with Section 13.1(b14.1(b). (ii) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement.

ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS. The Consent or direction of the SuperMajority Lenders is required as follows: (a) The SuperMajority Lenders may direct the Agent to require the prompt repayment of Protective OverAdvances have been outstanding for more than 45 consecutive Business Days or more than twice in any twelve month period (the Revolving Credit Lenders agree that recognizing that, except as described in this Section 15.3(a), any loan or advance under the Revolving Credit which results in a Protective OverAdvance may be made by the Agent in its discretion without the Consent of the Revolving Credit Lenders and that each Revolving Credit Lender shall be bound thereby, provided, however, the Consent or direction of the SuperMajority Lenders is required to permit a Protective OverAdvance to be outstanding for more than Forty-Five (45) consecutive Business Days or more than twice in any twelve month period. (b) If the Borrower is then In Default, the The SuperMajority Lenders may direct the Agent to suspend the Revolving Credit (including the making of any Protective OverAdvances), whereuponif any Borrower is then In Default, following which direction, and for as long as the a Borrower is In Default, the only Revolving Credit Loans which may be made are the following: (i) Protective OverAdvances not otherwise terminated as provided in 15.3(a). (ii) Revolving Credit Loans made to “"cover” " the honoring of L/CsC's. (iiiii) Revolving Credit Loans made with Consent of the SuperMajority Lenders. (c) If The SuperMajority Lenders may undertake the following if an Event of Default has occurred and not been duly waived, the SuperMajority Lenders may: (i) Give the Agent an Acceleration Notice in accordance with Section 13.1(b). (ii) Direct the Agent to increase the rate of interest to the default rate of interest as provided in, and to the extent permitted by, this Agreement. (d) The Consent of the SuperMajority Lenders shall be required to authorize the Agent to affirmatively subordinate the Liabilities to any material obligation of any Borrower, unless such subordination is otherwise required pursuant to this or is permitted by this Agreement.