Common use of Arrangements Requiring Consent of Lenders Clause in Contracts

Arrangements Requiring Consent of Lenders. Notwithstanding anything contained in this Financing Agreement to the contrary, the Agent will not, without the prior written consent of all of the Lenders: amend this Financing Agreement to (a) increase the Revolving Credit Facility or the Overadvance Availability; (b) reduce the interest rate; (c) reduce or waive any fees or the repayment of any Obligations due the Lenders or the Agent; (d) extend the maturity of the Obligations; or (e) alter or amend (i) this Section 13.10 or (ii) the definition of Eligible Accounts Receivable and/or Eligible Inventory and the Agent's criteria for determining compliance therewith. Except as otherwise hereinabove provided, the Agent will not, without the prior written consent of the Required Lenders: (a) amend this Financing Agreement or (b) waive any Event of Default under this Financing Agreement. In all other respects, the Agent is authorized to take such actions or fail to take such actions if the Agent, in its reasonable discretion, deems such to be advisable and in the best interest of the Lenders, including, but not limited to, the making of an Overadvance or the termination of the Revolving Credit Commitments and/or this Financing Agreement upon the occurrence of an Event of Default unless it is specifically instructed to the contrary by the written instructions of the Required Lenders. Notwithstanding the foregoing, the Agent may (in its sole discretion) and shall at the written direction of the Required Lenders upon the occurrence of an Event of Default and upon written notice to the Lenders and the Borrower, accelerate the Revolving Credit Loans, and the other Obligations of the Obligors hereunder. In such event, the Revolving Credit Loans shall be immediately deemed due and payable and each Lender's interest in the Revolving Credit Loans shall be settled in accordance with this Financing Agreement based on the Revolving Credit Loans outstanding as of the date of such written declaration. Thereafter, all collections received for application to the Revolving Credit Loans as provided in this Financing Agreement shall be applied first to the costs and expenses of collection and Out-of-Pocket Expenses, if any, then to the payment of interest on the Revolving Credit Loans, then to the principal balance of the Revolving Credit Loans. The Lenders acknowledge that an orderly repayment of the Revolving Credit Loans and/or liquidation of Collateral may necessitate the making of new Revolving Credit Loans after a declaration of acceleration by the Agent and/or the Required Lenders and that all of the Lenders shall participate in such Revolving Credit Loans based on their respective Pro Rata Shares. Such new Revolving Credit Loans shall be in accordance with a program of orderly liquidation and shall be treated as costs of collection, Out-of-Pocket Expenses and/or liquidation with respect to the priority of repayment as provided in this paragraph and as otherwise applicable. Notwithstanding the foregoing, the Agent in its sole discretion may:

Arrangements Requiring Consent of Lenders. Notwithstanding anything contained in this Financing Agreement to the contrary, the Agent will not, without the prior written consent of all of the Lenders: amend this the Financing Agreement to (a) increase the Revolving Credit Facility or the Overadvance AvailabilityCommitments; (b) reduce the interest rate; (c) reduce or waive any fees or the repayment of any Obligations due the Lenders or the Agent; (d) extend the maturity of the Obligations; or (e) alter or amend (i) this Section 13.10 or (ii) the definition of Eligible Accounts Receivable and/or Eligible Inventory and the Agent's criteria for determining compliance therewith. Except as otherwise hereinabove provided, the Agent will not, without the prior written consent of the Required Lenders: (a) amend this the Financing Agreement or (b) waive any Event of Default under this the Financing Agreement. In all other respects, the Agent is authorized to take such actions or fail to take such actions if the Agent, in its reasonable discretion, deems such to be advisable and in the best interest of the Lenders, including, but not limited to, the making of an Overadvance or the termination of the Revolving Credit Commitments and/or this the Financing Agreement upon the occurrence of an Event of Default unless it is specifically instructed to the contrary by the written instructions of the Required Lenders. Notwithstanding the foregoing, the Agent may (in its sole discretion) and shall at the written direction of the Required Lenders upon the occurrence of an Event of Default and upon written notice to the Lenders and the Borrower, accelerate the Revolving Credit Loans, and the other Obligations of the Obligors Borrower hereunder. In such event, the Revolving Credit Loans shall be immediately deemed due and payable and each Lender's interest Revolving Credit Commitment in the Revolving Credit Loans shall be settled in accordance with this Financing Agreement based on the Revolving Credit Loans outstanding as of the date of such written declaration. Thereafter, all collections received for application to the Revolving Credit Loans as provided in this Financing Agreement shall be applied first to the costs and expenses of collection and Out-of-Pocket Expenses, if any, then to the payment of interest on the Revolving Credit Loans, then to the principal balance of the Revolving Credit Loans. The Lenders acknowledge that an orderly repayment of the Revolving Credit Loans and/or liquidation of Collateral may necessitate the making of new Revolving Credit Loans after a declaration of acceleration by the Agent and/or the Required Lenders and that all of the Lenders shall participate in such Revolving Credit Loans based on their respective Pro Rata SharesRevolving Credit Commitments. Such new Revolving Credit Loans shall be in accordance with a program of orderly liquidation and shall be treated as costs of collection, Out-of-Pocket Expenses and/or liquidation with respect to the priority of repayment as provided in this paragraph and as otherwise applicable. Notwithstanding the foregoing, the Agent in its sole discretion may:: 91

Arrangements Requiring Consent of Lenders. Notwithstanding anything contained in this Financing Agreement to the contrary, the Agent will not, without the prior written consent of all of the Lenders: amend this the Financing Agreement to (a) increase the Revolving Credit Facility or the Overadvance AvailabilityCommitments; (b) reduce the interest rate; (c) reduce or waive any fees or the repayment of any Obligations due the Lenders or the Agent; (d) extend the maturity of the Obligations; or (e) alter or amend (i) this Section 13.10 or (ii) the definition of Eligible Accounts Receivable and/or Eligible Inventory and the Agent's criteria for determining compliance therewith. Except as otherwise hereinabove provided, the Agent will not, without the prior written consent of the Required Lenders: (a) amend this the Financing Agreement or (b) waive any Event of Default under this the Financing Agreement. In all other respects, the Agent is authorized to take such actions or fail to take such actions if the Agent, in its reasonable discretion, deems such to be advisable and in the best interest of the Lenders, including, but not limited to, the making of an Overadvance or the termination of the Revolving Credit Commitments and/or this the Financing Agreement upon the occurrence of an Event of Default unless it is specifically instructed to the contrary by the written instructions of the Required Lenders. Notwithstanding the foregoing, the Agent may (in its sole discretion) and shall at the written direction of the Required Lenders upon the occurrence of an Event of Default and upon written notice to the Lenders and the Borrower, accelerate the Revolving Credit Loans, and the other Obligations of the Obligors hereunder. In such event, the Revolving Credit Loans shall be immediately deemed due and payable and each Lender's interest Revolving Credit Commitment in the Revolving Credit Loans shall be settled in accordance with this Financing Agreement based on the Revolving Credit Loans outstanding as of the date of such written declaration. Thereafter, all collections received for application to the Revolving Credit Loans as provided in this Financing Agreement shall be applied first to the costs and expenses of collection and Out-of-Pocket Expenses, if any, then to the payment of interest on the Revolving Credit Loans, then to the principal balance of the Revolving Credit Loans. The Lenders acknowledge that an orderly repayment of the Revolving Credit Loans and/or liquidation of Collateral may necessitate the making of new Revolving Credit Loans after a declaration of acceleration by the Agent and/or the Required Lenders and that all of the Lenders shall participate in such Revolving Credit Loans based on their respective Pro Rata SharesRevolving Credit Commitments. Such new Revolving Credit Loans shall be in accordance with a program of orderly liquidation and shall be treated as costs of collection, Out-of-Pocket Expenses and/or liquidation with respect to the priority of repayment as provided in this paragraph and as otherwise applicable. Notwithstanding the foregoing, the Agent in its sole discretion may:

Arrangements Requiring Consent of Lenders. Notwithstanding anything contained in this Financing Agreement to the contrary, the Agent will not, without the prior written consent of all of the Lenders: amend this Financing Agreement to (a) increase the Revolving Credit Facility or the Overadvance Availability; (b) reduce the interest rate; (c) reduce or waive any fees or the repayment of any Obligations due the Lenders or the Agent; (d) extend the maturity of the Obligations; or (e) alter or amend (i) this Section 13.10 or (ii) the definition of Eligible Accounts Receivable and/or Eligible Inventory and the Agent's ’s criteria for determining compliance therewith. Except as otherwise hereinabove provided, the Agent will not, without the prior written consent of the Required Lenders: (a) amend this Financing Agreement or (b) waive any Event of Default under this Financing Agreement. In all other respects, the Agent is authorized to take such actions or fail to take such actions if the Agent, in its reasonable discretion, deems such to be advisable and in the best interest of the Lenders, including, but not limited to, the making of an Overadvance or the termination of the Revolving Credit Commitments and/or this Financing Agreement upon the occurrence of an Event of Default unless it is specifically instructed to the contrary by the written instructions of the Required Lenders. Notwithstanding the foregoing, the Agent may (in its sole discretion) and shall at the written direction of the Required Lenders upon the occurrence of an Event of Default and upon written notice to the Lenders and the BorrowerBorrowers, accelerate the Revolving Credit Loans, and the other Obligations of the Obligors hereunder. In such event, the Revolving Credit Loans shall be immediately deemed due and payable and each Lender's ’s interest in the Revolving Credit Loans shall be settled in accordance with this Financing Agreement based on the Revolving Credit Loans outstanding as of the date of such written declaration. Thereafter, all collections received for application to the Revolving Credit Loans as provided in this Financing Agreement shall be applied first to the costs and expenses of collection and Out-of-Pocket Expenses, if any, then to the payment of interest on the Revolving Credit Loans, then to the principal balance of the Revolving Credit Loans. The Lenders acknowledge that an orderly repayment of the Revolving Credit Loans and/or liquidation of Collateral may necessitate the making of new Revolving Credit Loans after a declaration of acceleration by the Agent and/or the Required Lenders and that all of the Lenders shall participate in such Revolving Credit Loans based on their respective Pro Rata Shares. Such new Revolving Credit Loans shall be in accordance with a program of orderly liquidation and shall be treated as costs of collection, Out-of-Pocket Expenses and/or liquidation with respect to the priority of repayment as provided in this paragraph and as otherwise applicable. 108 Notwithstanding the foregoing, the Agent in its sole discretion may: