Common use of Consent of Lenders Clause in Contracts

Consent of Lenders. Notwithstanding the foregoing, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender.

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including, without limitation, the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Loan Documents, including, without limitation, the credit judgment with respect to the making of Loans and the determination as to the basis on which and extent to which Loans may be made and, upon consultation with Issuer or its Affiliate (as applicable), the determination as to whether draws should be honored for Letters of Credit. To the extent reasonably practicable under the circumstances, without impairing (in Agent's judgment) the Lenders' rights and interests concerning the Borrowers or the Collateral, Agent shall give notice to and shall consult with Lenders prior to enforcing, or taking any action to collect, any and all of the Obligations of Borrowers or any other Person under the Loan Documents or acquiring any or all of the Collateral (title to any such Collateral being held for the benefit of the Lenders according to this Agreement). Agent may exercise such rights directly or by employing others to operate, manage, preserve, protect and dispose of such Collateral. (b) Notwithstanding anything to the foregoingcontrary contained in subsection 11.15(a) above, no amendment, waiver or Agent shall not without the prior written consent shall: of all Lenders: (i) increase (extend any payment date under the Notes or reinstate) this Agreement or the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Revolving Credit Maturity Date, (ii) reduce any interest rate applicable to any of the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount ofLoans, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees fee payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees Lenders hereunder or any other Obligations owing to the Lenders, or extend the expiration date of fee for any Letter of Credit beyond or LC Guaranty, (iii) increase the Termination DateTotal Revolving Credit Facility, in each case(iv) waive any Event of Default under subsection 10.1.1, without the written consent of each Lender; (v) modify compromise or settle all or a portion of the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; Obligations, (vi) amend this Section release any Borrower or amend the definitions Subsidiary Guarantor or any other Person liable in any way on account of the terms used Obligations except in this connection with termination of the Revolving Credit Facility, and full payment and satisfaction of all Obligations (including, without limitation, obligations of Borrower under the Revolving Credit Note), except that (x) Agent may release any Subsidiary Guarantor from its liabilities under the Subsidiary Guaranty and/or any Subsidiary Guarantor Pledge Agreement if such release is required under the provision thereof, and (y) if all of the stock of any Borrower or Subsidiary Guarantor is sold in a transaction permitted by subsection 8.2.9(iii), Agent shall release such Borrower or Subsidiary Guarantor from its obligations hereunder and under any of the other Loan Documents insofar as such definitions affect the substance upon request of this Section without the written consent of each Lender; Borrowers, (vii) modify amend the definition of the term “Requisite Borrowing Base, Eligible Accounts or Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; , (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(bamend subsection 7.1.26, subsection 8.3.4(i) of Schedule 8.3 or this subsection 11.15(b)) without the written consent of each Lender; or , or (ix) amendmodify the permitted use of proceeds, or waive the Borrower’s compliance withprovided that, Section 2.16 Agent may, in its sole discretion and without the written consent of each Lenderany Lenders, release insurance proceeds collected under subsection 6.

Consent of Lenders. Notwithstanding the foregoing, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination DateDate (except in the case of a Letter of Credit that becomes an Extended Letter of Credit in accordance with Section 2.4(b)), in each case, without the written consent of each Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor Parent from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender.

Consent of Lenders. (a) Subject to this Section 9.15, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation the determination as to whether Advances should be made under this Agreement and the determination as to the basis on which and extent to which Advances may be made. (b) Notwithstanding anything to the foregoingcontrary contained in subparagraph (a) above, no amendmentAgent shall not, waiver without the prior written consent of all Lenders: (i) extend or renew the Current Term or any payment date under the Credit Facility, (ii) decrease any interest rate on the Credit Facility, (iii) compromise or settle all or a portion of the Obligations, (iv) release any obligor from the Obligations except in connection with termination of the Credit Facility and full payment and satisfaction of all Obligations, (v) increase the Borrowing Base advance rate, (vi) modify Section 9.15(b) or (c), or (vii) increase the Maximum Credit Limit; provided however that Agent may increase the Maximum Credit Limit after first offering the amount of any such increase to each of the Lenders in accordance with their respective Pro Rata Percentage. To the extent any Lender may choose not to increase its respective Pro Rata Share by the amount attributable to its Pro Rata Percentage of such increase, such amount will be offered to the other Lenders on such sharing basis as Agent may reasonably establish. After each Lender choosing to increase its Pro Rata Share has agreed to do so, and in conjunction with the modification of this Agreement to reflect such increase executed by those Lenders sharing in the increase of the Credit Facility, the Lenders' Pro Rata Percentages will be adjusted accordingly and all Lenders (whether or not sharing in such increase) shall be bound by such modification. (c) Notwithstanding anything to the contrary contained in subparagraph (a) above and subject to the terms of subparagraph (b) above, Agent shall not, without the prior written consent shallof the SuperMajority Lenders: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender enter into any written amendment to any additional obligations of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; or (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents. (d) After an acceleration of the Obligations, Agent shall have the sole and exclusive right, with communication (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity to protect and enforce the rights of the Lenders and collect the Obligations, including, without limitation, instituting and pursuing all legal actions against Borrower or to collect the written Obligations, or defending any and all actions brought by Borrower or other Person; or incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of Lenders to an action Agent desires to take, if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within seven (7) Business Days of such Lender;'s receipt of such request, such Lender shall be deemed to have given its consent thereto. (iif) reduce the principal of, or interest that has accrued or the rates No provision in Section 9 of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section may be amended without the Agent's prior written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lenderconsent.

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Revolving Loan and the Loan Documents, including without limitation, the right to exercise or refrain from exercising all rights, remedies, privileges and options under the Loan Documents, including without limitation the credit judgment with respect to the making of Advances and the determination as to the basis on which and extent to which Advances may be made and the determination as to whether draws should be honored for Letters of Credit, and the right to modify, waive or alter the terms of the Loan Documents and grant such indulgences, forbearances and other waivers as it shall determine. (b) Notwithstanding anything to the foregoingcontrary contained in subparagraph (a) above, no amendmentAgent shall not, waiver or without the prior written consent shall: of all Lenders: (i) increase (extend any payment date under the Revolving Loan Notes or reinstate) either of the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Commitment Termination Dates, (ii) reduce any interest rate (other than the principal of, or interest that has accrued or the rates of interest that will be charged rate on the outstanding principal amount ofSwing Line) applicable to the Revolving Loans, any Loans fee (other than the Agent Fee and issuance and other administrative fees for Letters of Credit) payable hereunder, (iii) increase either the Revolving Loan Commitments or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of change the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; Collateral Coverage Base or Borrowing Base, (iv) modify release any obligor from the definitions of “Termination Date” (Obligations except in accordance connection with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed fortermination of the Revolving Loans and full payment and satisfaction of all Obligations, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify amend the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; Majority Lenders, (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; 8.15, (vii) modify knowingly waive for a period in excess of three (3) Business Days the definition of the term “Requisite Lenders” or modify requirement that Borrower deliver a Borrowing Base Certificate in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; accordance with Section 2.1.1(a)(ii) hereof, (viii) release any Guarantor from its of the Collateral except upon a sale thereof by Borrowers to the extent permitted by and subject to the terms of the Pledge Agreement, or (ix) knowingly waive or fail to enforce any Event of Default under Sections 7.1 or 7.6(a) hereof, or fail to terminate all obligations of Lenders to make any further loans or other credit extensions under the Guaranty Revolving Loans at any time after the occurrence of any Event of Default under Sections 7.1 or 7.6(a) hereof or of any Default which with the lapse of time referred to in Section 7.6(a) hereof would constitute an Event of Default under Section 7.6(a). (except as contemplated by Section 8.14(b)c) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of each Lender; orthe Majority Lenders: (ixi) amendmodify or amend the financial covenants ("Financial Covenants") set forth in Sections 6.8, 6.9 and 6.10 hereof, (ii) fail to provide Borrowers, within 20 days after Agent's obtaining actual knowledge thereof, with notice of noncompliance by Borrowers with any of the Financial Covenants, (iii) knowingly waive or fail to enforce any Event of Default incident to noncompliance by Borrowers with the Financial Covenants, or waive (iv) fail to terminate all obligations of Lenders to make any further loans or other credit extensions under the Borrower’s compliance withRevolving Loans at any time after the declaration by Agent of an Event of Default incident to noncompliance by Borrowers with any of the Financial Covenants. (d) Except to the extent provided in subpart (c) above, Section 2.16 after an acceleration of the Obligations, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity, including, without limitation, instituting and pursuing all legal actions brought against any Borrower or to collect the written Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring expenses or otherwise making expenditures to protect the Revolving Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of each Lenders to an action Agent desires to take or omit to take, if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within ten (10) days of such Lender's receipt of such request, such Lender shall be deemed to have given its consent thereto.

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation the credit judgment with respect to the making of Advances and the determination as to the basis on which and extent to which Advances may be made and the determination as to whether draws should be honored for Letters of Credit. (b) Notwithstanding anything to the foregoingcontrary contained in subparagraph (a) above, no amendmentAgent shall not, waiver or without the prior written consent shall: of all Lenders: (i) increase (extend any payment date under the Revolving Credit Notes or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Revolving Credit Maturity Date, (ii) except as contemplated under this Agreement, reduce any interest rate applicable to the principal ofRevolving Credit any fee payable hereunder or any fee for any Letter of Credit, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce increase the amount of any Fees payable to a Lender without the written consent of such Lender; Facility Limit, (iv) modify compromise or settle all or a portion of the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed forObligations, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify release any obligor from the definition Loan Obligations except in connection with termination of “Pro Rata Share” or amend or otherwise modify the provisions Revolving Credit and full payment and satisfaction of Section 3.2 without the written consent of each Lender; all Loan Obligations, (vi) amend the definition of Majority Lenders, or (vii) amend this Section or amend 8.15(b). (c) Notwithstanding anything to the definitions contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of Majority Lenders: (i) enter into any written amendment to any of the Loan Documents; (ii) waive any Borrower's compliance with the terms used in and conditions of the Loan Documents or any Event of Default hereunder or thereunder; or (iii) consent to any Borrower's taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the other Loan Documents. (d) After an acceleration of the Loan Obligations, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Lenders, and, unless otherwise directed by the Majority Lenders, to exercise or refrain from exercising any and all right, remedies, privileges and options under the Loan Documents insofar as such definitions affect and actions, including, without limitation, instituting and pursuing all legal actions brought against any Borrower or to collect the substance of this Section without Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring Expenses or otherwise making expenditures to protect the written Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of each Lenders to an action Agent desires to take, if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within five (5) days of such Lender; (vii) modify the definition 's receipt of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required such request, such Lender shall be deemed to make any determinations or waive any rights hereunder or to modify any provision hereof without the written have given its consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lenderthereto.

Consent of Lenders. (A) Except as expressly provided herein, Administrative Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including, without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including, without limitation, the credit judgment with respect to the making of Advances and the determination as to the basis on which and extent to which Advances may be made. (B) Notwithstanding anything to the foregoingcontrary contained in Subparagraph 7.15(A) above, no amendment, waiver or Administrative Agent shall not without the prior written consent shall: of all Lenders: (i) increase (extend any payment date under the Revolving Loan Notes or reinstate) extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Revolving Loan Termination Date, (ii) reduce any interest rate applicable to the principal ofLoans, or interest that has accrued (iii) waive any condition precedent to an advance, (iv) amend the definition of Required Lenders, (v) increase the Line Limit, the Cash Sublimit or the rates Letter of interest that will be charged on Credit Sublimit, (vi) release any collateral security for the outstanding principal amount ofObligations or (vii) amend this Subparagraph 7.15(B). (C) Notwithstanding anything to the contrary contained in Subparagraphs 7.15(A) and (B) above, any Loans or other Obligations Administrative Agent shall not, without the written consent of each Lender directly affected thereby; provided, however, only the prior written consent of the Requisite Lenders shall be required for the waiver Required Lenders, amend or waive compliance with any financial covenant set forth in Paragraph 5.3 of interest payable at the Post-Default Rate, retraction this Agreement. (D) After an acceleration of the imposition Obligations, Administrative Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Lenders and, unless otherwise directed by Required Lenders, to exercise or refrain from exercising any and all right, remedies, privileges and options under the Loan Documents and available at law or in equity to protect the rights of interest at Lenders and collect the Post-Default Rate Obligations, including, without limitation, instituting and amendment of pursuing all legal actions brought against Borrower or to collect the definition of “Post-Default Rate”;obligations, or defending any and all actions brought by Borrower or other Person; or incurring expenses or otherwise making expenditures to protect the Loans or Lenders' rights or remedies. (iiiE) reduce To the amount of any Fees payable extent Administrative Agent is required to a Lender without obtain or otherwise elects to seek the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone Lenders to an action Administrative Agent desires to take, if any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing Lender fails to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Datenotify Administrative Agent, in each casewriting, without the written of its consent or dissent to any request of each Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender.Administrative Agent

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right and obligation to service, administer and monitor the Revolving Loans and the Loan Documents, including without limitation, exercising or refraining from exercising all rights, remedies, privileges and options under the Loan Documents, the determination as to the basis on which and extent to which Advances may be made and the determination as to whether draws should be honored for Letters of Credit, and the right to modify, waive or alter the terms of the Loan Documents and grant such indulgences, forbearances and other waivers as it shall determine. (b) Notwithstanding anything to the foregoingcontrary contained in subparagraph (a) above, no amendmentAgent shall not, waiver or without the prior written consent shall: of all Lenders: (i) increase (extend any payment date for any obligation owing to the Lenders under the Loan Documents or reinstate) either of the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Commitment Termination Dates, (ii) reduce any interest rate (other than the principal of, or interest that has accrued or the rates of interest that will be charged rate on the outstanding principal amount of, any Swing Line) applicable to the Revolving Loans or any fee (other Obligations without than the written consent Agent Fee and issuance and other administrative fees for Letters of each Lender directly affected thereby; providedCredit) or other amount payable to the Lenders hereunder, however, only (iii) increase either the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of Revolving Loan Commitments or change the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; Collateral Coverage Base or Borrowing Base, (iv) modify release any obligor from the definitions of “Termination Date” (Obligations except in accordance connection with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed fortermination of the Revolving Loans and full payment and satisfaction of all Obligations, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify amend the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; Majority Lenders, (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; 8.15, (vii) modify knowingly waive for a period in excess of three (3) Business Days the definition of the term “Requisite Lenders” or modify requirement that Borrower deliver a Borrowing Base Certificate in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; accordance with Section 2.1.1 (a) (ii) hereof, (viii) release any Guarantor from its obligations of the Collateral except upon a sale thereof by Borrowers to the extent permitted by and subject to the terms of the Pledge Agreement, or (ix) knowingly waive or fail to enforce any remedy available under the Guaranty Loan Documents upon an Event of Default under Sections 7.1 or 7.6(a) hereof, or fail to terminate all obligations of Lenders or the Issuer to make any further loans or other credit extensions (except as contemplated including Letters of Credit) under the Revolving Loans at any time after Agent has actual knowledge (including by reason of its receipt of written notice thereof from a Lender or the Borrowers) of the occurrence of any Event of Default under Sections 7.1 or 7.6(a) hereof or of any Default which with the lapse of time referred to in Section 8.14(b7.6(a) hereof would constitute an Event of Default under Section 7.6(a). (c) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of each Lender; orthe Majority Lenders: (ixi) amendmodify, knowingly and intentionally waive or amend the covenants or Events of Default ("Controlled Covenants") set forth in Sections 5.1, 5.2, 5.4, 5.7, 6.1, 6.2(d), 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12, 6.14, 6.15, 6.16, 6.18, 6.20, 6.21,7.4, 7.5, 7.7, 7.8, 7.9 and 7.10 hereof, (ii) fail to provide Borrowers, within 20 days after Agent's obtaining actual knowledge thereof, with notice of noncompliance by Borrowers with any of the Controlled Covenants, (iii) knowingly waive or fail to declare the Obligations due and payable and enforce any Event of Default incident to noncompliance by Borrowers with the Controlled Covenants, or waive (iv) fail to terminate all obligations of Lenders and Issuer to make any further loans or other credit extensions (including Letters of Credit) under the Borrower’s Revolving Loans at any time after the declaration by Agent of an Event of Default incident to noncompliance by Borrowers with any of the Controlled Covenants. With respect to any Controlled Covenant compliance withor noncompliance with which is contingent on a Material Adverse Effect, Section 2.16 without the written consent reasonable good faith determination of each Lenderthe Agent shall control.

Consent of Lenders. (a) Except as expressly provided herein, the Agent shall have the sole and exclusive right to service, administer and monitor this Agreement, the Loans and the other Transaction Documents, including the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Transaction Documents. Notwithstanding the foregoing, no amendmenteach Lender shall make its own investment decision with regard to this Agreement and the Loans, waiver or including the credit judgment with respect to the making of Loans and the determination as to the basis on which and extent to which Loans may be made. (b) Notwithstanding anything to the contrary contained in Section 9.11(a) above, the Agent shall not without the prior written consent shall: of all the Lenders then holding Loans and obligations hereunder: (i) increase extend any payment date or reduce the amount of any payment due hereunder, including any interest, principal or fees (or reinstateother than fees owing solely to the Agent), (ii) the Commitments of a Lender or subject a Lender reduce any interest rate applicable to any additional of the Loans hereunder or any fee payable to the Lenders hereunder, (iii) waive any Event of Default under Section 8.1(a), (iv) compromise or settle all or a portion of the Loans hereunder, (v) release any obligor from any of the obligations hereunder except in connection with full payment and satisfaction of all such obligations or release all or substantially all of the Collateral, (vi) increase any Loan or commitment hereunder, (vii) amend the definition of the Required Lenders, or (viii) amend this Section 9.11(b). (c) Notwithstanding anything to the contrary contained in Section 9.11(a) above, and subject to any applicable limitation set forth in Section 9.11(b) above, the Agent shall not, without the prior written consent of the Required Lenders: (i) waive any Event of Default; (ii) consent to any Loan Parties’ taking any action that, if taken, would constitute an Event of Default under this Agreement or under any of the other Transaction Documents; or (iii) amend or modify or agree to an amendment or modification of this Agreement or other Transaction Documents. (d) After an acceleration of any obligations hereunder, the Agent shall, upon written instruction from the Required Lenders, exercise or refrain from exercising any and all rights, remedies, privileges and options under this Agreement or the other Transaction Documents or available at law or in equity to protect the rights of the Agent and the Lenders and collect the Loans hereunder, including instituting and pursuing all legal actions against any Loan Party or to collect such loans, defending any and all actions brought by any Loan Party or other Person, and incurring expenses or otherwise making expenditures to protect the collateral securing the obligations hereunder, the Loans or the Agent’s or any Lender’s rights or remedies under any Transaction Document or applicable Law. (e) The Agent shall not increase any Lender’s portion of the Revolving Facility Commitment without the prior written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender.

Consent of Lenders. (a) Except as expressly provided herein, the Agent shall have the sole and exclusive right to service, administer and monitor this Agreement, the Loans and the other Transaction Documents, including the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Transaction Documents. Notwithstanding the foregoing, no amendmenteach Lender shall make its own investment decision with regard to this Agreement and the Loans, waiver or including the credit judgment with respect to the making of Loans and the determination as to the basis on which and extent to which Loans may be made. (b) Notwithstanding anything to the contrary contained in Section 9.11(a) above, the Agent shall not without the prior written consent shallof all the Lenders then holding Loans and obligations hereunder: (i) increase extend any payment date or reduce the amount of any payment due hereunder, including any interest, principal or fees (or reinstateother than fees owing solely to the Agent), (ii) the Commitments of a Lender or subject a Lender reduce any interest rate applicable to any additional of the Loans hereunder or any fee payable to the Lenders hereunder, (iii) waive any Event of Default under Section 8.1(a), (iv) compromise or settle all or a portion of the Loans hereunder, (v) release any obligor from any of the obligations hereunder except in connection with full payment and satisfaction of all such obligations or release all or substantially all of the Collateral, (vi) increase any Loan or commitment hereunder, (vii) amend the definition of the Required Lenders, or (viii) amend this Section 9.11(b). (c) Notwithstanding anything to the contrary contained in Section 9.11(a) above, and subject to any applicable limitation set forth in Section 9.11(b) above, the Agent shall not, without the prior written consent of the Required Lenders: (i) waive any Event of Default; (ii) consent to any Loan Parties' taking any action that, if taken, would constitute an Event of Default under this Agreement or under any of the other Transaction Documents; or (iii) amend or modify or agree to an amendment or modification of this Agreement or other Transaction Documents. (d) After an acceleration of any obligations hereunder, the Agent shall, upon written instruction from the Required Lenders, exercise or refrain from exercising any and all rights, remedies, privileges and options under this Agreement or the other Transaction Documents or available at law or in equity to protect the rights of the Agent and the Lenders and collect the Loans hereunder, including instituting and pursuing all legal actions against any Loan Party or to collect such loans, defending any and all actions brought by any Loan Party or other Person, and incurring expenses or otherwise making expenditures to protect the collateral securing the obligations hereunder, the Loans or the Agent's or any Lender's rights or remedies under any Transaction Document or applicable Law. (e) The Agent shall not increase any Lender's portion of the Revolving Facility Commitment without the prior written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender.

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right and obligation to service, administer and monitor the Revolving Loan and the Loan Documents, including without limitation, exercising or refraining from exercising all rights, remedies, privileges and options under the Loan Documents, the determination as to the basis on which and extent to which Advances may be made and the determination as to whether draws should be honored for Letters of Credit, and the right to modify, waive or alter the terms of the Loan Documents and grant such indulgences, forbearances and other waivers as it shall determine. (b) Notwithstanding anything to the foregoingcontrary contained in subparagraph (a) above, no amendmentAgent shall not, waiver or without the prior written consent shall: of all Lenders: (i) increase (extend any payment date for any obligation owing to the Lenders under the Loan Documents or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Commitment Termination Date, (ii) reduce any interest rate (other than the principal of, or interest that has accrued or the rates of interest that will be charged rate on the outstanding principal amount of, Swing Line) applicable to the Revolving Loan or any Loans fee (other than the Agent Fee and issuance and other administrative fees for Letters of Credit) or other Obligations without amount payable to the written consent of each Lender directly affected thereby; providedLenders hereunder, however, only (iii) increase the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of Revolving Loan Commitment or change the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; Collateral Coverage Base, (iv) modify release any obligor from the definitions of “Termination Date” (Obligations except in accordance connection with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed fortermination of the Revolving Loan and full payment and satisfaction of all Obligations, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify amend the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; Majority Lenders, (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; 8.15, (vii) modify knowingly waive for a period in excess of three (3) Business Days the definition of the term “Requisite Lenders” or modify requirement that Borrower deliver a Borrowing Base Certificate in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; accordance with Section 2.1.1 (a) (ii) hereof, (viii) release any Guarantor from its obligations of the Collateral except upon a sale thereof by Borrowers to the extent permitted by and subject to the terms of the Pledge Agreement, or (ix) knowingly waive or fail to enforce any remedy available under the Guaranty Loan Documents upon an Event of Default under Sections 7.1 or 7.6(a) hereof, or fail to terminate all obligations of Lenders or the Issuer to make any further loans or other credit extensions (except as contemplated including Letters of Credit) under the Revolving Loan at any time after Agent has actual knowledge (including by reason of its receipt of written notice thereof from a Lender or the Borrowers) of the occurrence of any Event of Default under Sections 7.1 or 7.6(a) hereof or of any Default which with the lapse of time referred to in Section 8.14(b7.6(a) hereof would constitute an Event of Default under Section 7.6(a). (c) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of each Lender; orthe Majority Lenders: (ixi) amendmodify, knowingly and intentionally waive or amend the covenants or Events of Default ("Controlled Covenants") set forth in Sections 5.1, 5.2, 5.4, 5.7, 6.1, 6.2(d), 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.13, 6.14, 6.15, 6.17, 6.19, 6.20, 7.4, 7.5, 7.7, 7.8, 7.9 and 7.10 hereof, (ii) fail to provide Borrowers, within 20 days after Agent's obtaining actual knowledge thereof, with notice of noncompliance by Borrowers with any of the Controlled Covenants, (iii) knowingly waive or fail to declare the Obligations due and payable and enforce any Event of Default incident to noncompliance by Borrowers with the Controlled Covenants, or waive (iv) fail to terminate all obligations of Lenders and Issuer to make any further loans or other credit extensions (including Letters of Credit) under the Borrower’s compliance with, Section 2.16 without Revolving Loan at any time after the written consent declaration by Agent of each Lenderan Event of Default incident to noncompliance by Borrowers with any of the Controlled Covenants.

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation the credit judgment with respect to the making of Advances and the determination as to the basis on which and extent to which Advances may be made and the determination as to whether draws should be honored for Letters of Credit. (b) Notwithstanding anything to the foregoingcontrary contained in subparagraph (a) above, no amendmentAgent shall not, waiver or without the prior written consent shall: of all Lenders: (i) increase (extend any payment date under the Revolving Credit Notes or reinstate) Term Loan Notes, the Commitments of a Lender Current Revolving Credit Maturity Date, the Term Loan A Maturity Date or subject a Lender to any additional obligations without the written consent of such Lender; Term Loan B Maturity Date, (ii) except as contemplated under this Agreement, reduce any interest rate applicable to the principal of, Revolving Credit or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount ofeither Term Loan, any Loans fee payable hereunder or other Obligations without the written consent any fee for any Letter of each Lender directly affected thereby; providedCredit, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce increase the amount of any Fees payable to a Lender without the written consent of such Lender; Facility Limit, (iv) modify compromise or settle all or a portion of the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed forObligations, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify release any obligor from the definition Obligations except in connection with termination of “Pro Rata Share” or amend or otherwise modify the provisions Revolving Credit and full payment and satisfaction of Section 3.2 without the written consent of each Lender; all Obligations, (vi) amend the definition of Majority Lenders, (vii) amend this Section 9.15(b), or amend (viii) except for releases of Collateral under Section 3.8 hereunder, release Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the definitions aggregate in any fiscal year. (c) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of Majority Lenders: (i) enter into any written amendment to any of the Loan Documents; (ii) waive any Borrower's compliance with the terms used in and conditions of the Loan Documents or any Event of Default hereunder or thereunder; or (iii) consent to any Borrower's taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the other Loan Documents. (d) After an acceleration of the Obligations, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Lenders, and, unless otherwise directed by the Majority Lenders, to exercise or refrain from exercising any and all right, remedies, privileges and options under the Loan Documents insofar as such definitions affect and ations, including, without limitation, instituting and pursuing all legal actions brought against any Borrower or to collect the substance of this Section without Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring Expenses or otherwise making expenditures to protect the written Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of each Lenders to an action Agent desires to take, if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within five (5) days of such Lender; (vii) modify the definition 's receipt of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required such request, such Lender shall be deemed to make any determinations or waive any rights hereunder or to modify any provision hereof without the written have given its consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lenderthereto.

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Revolving Loan and the Loan Documents, including without limitation, the right to exercise or refrain from exercising all rights, remedies, privileges and options under the Loan Documents, including without limitation the credit judgment with respect to the making of Advances and the determination as to the basis on which and extent to which Advances may be made and the determination as to whether draws should be honored for Letters of Credit, and the right to modify, waive or alter the terms of the Loan Documents and grant such indulgences, forbearances and other waivers as it shall determine. (b) Notwithstanding anything to the foregoingcontrary contained in subparagraph (a) above, no amendmentAgent shall not, waiver or without the prior written consent shall: of all Lenders: (i) increase (extend any payment date under the Revolving Loan Notes or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Commitment Termination Date, (ii) reduce any interest rate applicable to the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount ofRevolving Loan, any Loans fee (other than the Agent Fee and issuance and other administrative fees for Letters of Credit) payable hereunder, (iii) increase the Revolving Loan Commitment or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of change the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; Collateral Coverage Base, (iv) modify release any obligor from the definitions of “Termination Date” (Obligations except in accordance connection with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed fortermination of the Revolving Loan and full payment and satisfaction of all Obligations, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify amend the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; Majority Lenders, (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; 8.15, (vii) modify knowingly waive for a period in excess of three (3) Business Days the definition of the term “Requisite Lenders” requirement that Borrower deliver a Borrowing Base Certificate in accordance with Section 2.1(a)(ii) hereof, or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor from its obligations under of the Guaranty Collateral except upon a sale thereof by Borrowers to the extent permitted by and subject to the terms of the Pledge Agreement. (except as contemplated by Section 8.14(b)c) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of each Lender; orthe Majority Lenders: (ixi) amendmodify or amend the financial covenants ("Financial Covenants") set forth in Sections 6.8, 6.9 and 6.10 hereof, (ii) fail to provide Borrowers, within 20 days after Agent's obtaining actual knowledge thereof, with notice of noncompliance by Borrowers with any of the Financial Covenants, (iii) knowingly waive or fail to enforce any Event of Default incident to noncompliance by Borrowers with the Financial Covenants or an Event of Default under Section 7.1 hereof, or waive (iv) fail to terminate all obligations of Lenders to make any further loans or other credit extensions under the Borrower’s compliance withRevolving Loan at any time after the declaration by Agent of an Event of Default incident to noncompliance by Borrowers with any of the Financial Covenants or of an Event of Default under Section 7.1 hereof. (d) Except to the extent provided in subpart (c) above, Section 2.16 after an acceleration of the Obligations, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity, including, without limitation, instituting and pursuing all legal actions brought against any Borrower or to collect the written Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring expenses or otherwise making expenditures to protect the Revolving Loan, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of each Lenders to an action Agent desires to take or omit to take, if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within ten (10) days of such Lender's receipt of such request, such Lender shall be deemed to have given its consent thereto.

Consent of Lenders. (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including, without limitation, the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Loan Documents, including, without limitation, the credit judgment with respect to the making of Loans and the determination as to the basis on which and extent to which Loans may be made and, upon consultation with Issuer or its Affiliate (as applicable), the determination as to whether draws should be honored for Letters of Credit. To the extent reasonably practicable under the circumstances, without impairing (in Agent's judgment) the Lenders' rights and interests concerning the Borrower or the Collateral, Agent shall give notice to and shall consult with Lenders prior to enforcing, or taking any action to collect, any and all of the Obligations of Borrower or any other Person under the Loan Documents or acquiring any or all of the Collateral (title to any such Collateral being held for the benefit of the Lenders according to this Agreement). Agent may exercise such rights directly or by employing others to operate, manage, preserve, protect and dispose of such Collateral. (b) Notwithstanding anything to the foregoingcontrary contained in subsection 11.15(a) above, no amendment, waiver or Agent shall not without the prior written consent shall: of all Lenders: (i) increase (extend any payment date under the Notes or reinstate) this Agreement or the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; Revolving Credit Maturity Date, (ii) reduce any interest rate applicable to any of the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount ofLoans, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees fee payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees Lenders hereunder or any other Obligations owing to the Lenders, or extend the expiration date of fee for any Letter of Credit beyond or LC Guaranty, (iii) increase the Termination DateTotal Revolving Credit Facility, in each case(iv) waive any Event of Default under subsection 10.1.1, without the written consent of each Lender; (v) modify compromise or settle all or a portion of the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; Obligations, (vi) amend this Section release any Borrower or amend the definitions Subsidiary Guarantor or any other Person liable in any way on account of the terms used Obligations except in this Agreement connection with termination of the Revolving Credit Facility, and full payment and satisfaction of all Obligations (including, without limitation, obligations of Borrower under the Revolving Credit Note), except that, if all of the stock of Borrower or Subsidiary Guarantor is sold in a transaction permitted by subsection 8.2.9(iii), Agent shall release such Borrower or Subsidiary Guarantor from its obligations hereunder and under any of the other Loan Documents insofar as such definitions affect upon the substance request of this Section without the written consent of each Lender; Borrower, (vii) modify amend the definition of the term “Requisite Borrowing Base, Eligible Accounts, or Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; , (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(bamend this subsection 11.15(b)) without the written consent of each Lender; or , or (ix) amendmodify the permitted use of proceeds, or waive the Borrower’s compliance withprovided that, Section 2.16 Agent may, in its sole discretion and without the written consent of each Lenderany Lenders, release insurance proceeds collected under subsection 6.

Consent of Lenders. (a) Except as expressly provided herein, the Agent shall have the sole and exclusive right to service, administer and monitor this Agreement, the Loans and the other Transaction Documents, including the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Transaction Documents. Notwithstanding the foregoing, no amendmenteach Lender shall make its own investment decision with regard to this Agreement and the Loans, waiver or including the credit judgment with respect to the making of Loans and the determination as to the basis on which and extent to which Loans may be made. (b) Notwithstanding anything to the contrary contained in Section 9.11(a) above, the Agent shall not without the prior written consent shall: of all the Lenders then holding Loans and obligations hereunder: (i) increase extend any payment date or reduce the amount of any payment due hereunder, including any interest, principal or fees (or reinstateother than fees owing solely to the Agent), (ii) the Commitments of a Lender or subject a Lender reduce any interest rate applicable to any additional of the Loans hereunder or any fee payable to the Lenders hereunder, (iii) waive any Event of Default under Section 8.1(a), (iv) compromise or settle all or a portion of the Loans hereunder, (v) release any obligor from any of the obligations hereunder, (vi) increase any Loan or commitment hereunder, (vii) amend the definition of the Required Lenders, or (viii) amend this Section 9.11(b). (c) Notwithstanding anything to the contrary contained in Section 9.11(a) above, and subject to any applicable limitation set forth in Section 9.11(b) above, the Agent shall not, without the prior written consent of the Required Lenders: (i) waive any Event of Default; (ii) consent to any Borrower’s taking any action that, if taken, would constitute an Event of Default under this Agreement or under any of the other Transaction Documents; or (iii) amend or modify or agree to an amendment or modification of this Agreement or other Transaction Documents. (d) After an acceleration of any obligations hereunder, the Agent shall, upon written instruction from the Required Lenders, exercise or refrain from exercising any and all rights, remedies, privileges and options under this Agreement or the other Transaction Documents or available at law or in equity to protect the rights of the Agent and the Lenders and collect the Loans hereunder, including instituting and pursuing all legal actions against the Borrower or to collect such loans, defending any and all actions brought by the Borrower or other Person, and incurring expenses or otherwise making expenditures to protect the Loans or the Agent’s or any Lender’s rights or remedies under any Transaction Document or applicable law. (e) The Agent shall not increase any Lender’s portion of the applicable Revolving Facility Commitment without the prior written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Termination Date” (except in accordance with Section 2.14) or “Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations owing to the Lenders, or extend the expiration date of any Letter of Credit beyond the Termination Date, in each case, without the written consent of each Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 without the written consent of each Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender.