Common use of Consents Amendments and Waivers Clause in Contracts

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and Borrowers, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No 12.9.1 Except to the extent an amendment or modification of any provision of this Agreement may be amended by Agent and Borrower without the consent of the Required Lenders as set forth below, no amendment or modification of any provision of this Agreement shall be effective without 127 the prior written agreement of the Required Lenders and BorrowersBorrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1amended without the unanimous written consent of Lenders as hereinafter set forth in this Section 12.9.1; and, provided, further, Lenders may amend the provisions of this Section 12.9 without the written consent of Borrower. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would would: (ai) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.64.8, 4.74.11, 5.1, 8.1.811, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Eligible Assignee," "Lenders," "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.;

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and BorrowersBorrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; providedPROVIDED, -------- howeverHOWEVER, that, without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amendedamended without the unanimous written consent of Lenders as hereinafter set forth in this Section 12.9. 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders (except a defaulting Lender as provided in Section 3.2 of this Agreement) shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definitiondefinitions, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders, ; (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), ; (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgementjudgment, to comply with Applicable Law), ; (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 2.2.3 hereof, ; (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, ; (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), ; (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, ; or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section Sections 1.3 or 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it it, unless such amendment or modification is consented to in writing by all Lenders; providedPROVIDED, howeverHOWEVER, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.

Consents Amendments and Waivers. Out-of-Formula Loans14.1.1. ------------------------------------------------------ 12.9.1Amendment. No amendment or NoSubject to Section 3.6(c), no modification of any provision Loan Document, including any extension or amendment of this Agreement a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders Lenders) and Borrowerseach Obligor party to such Loan Document; provided, and however, that (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (other than a waiver of default interest or of any Default or Event of Default each of which shall be effective only require Required Lender consent and except as provided in Section 4.2); (iii) extend the Revolver Termination Date applicable to such Lender’s Obligations; or (iv) amend this clause (c); (d) without the prior written consent of Supermajority Lenders, no modification shall amend the Required Lenders; provideddefinition of Borrowing Base, -------- however, that, Accounts Formula Amount or Inventory Formula Amount (or any defined term used in such definitions) if the effect of such amendment is to increase borrowing availability; (e) without the prior written consent of all LendersLenders (except any Defaulting Lender), no waiver of any ------- Default or Event of Default modification shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (ai) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 Section 5.6.2 or 14.3, 14.1.1; (ii) amend the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the , Required Lenders, or any provision of Supermajority Lenders; (iii) release all or substantially all Collateral except pursuant to transactions otherwise permitted by this Agreement regarding the Pro Rata treatment or obligations of Lenders, Agreement; (bv) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment except in connection with any overall reduction in the amount of the Commitments)a merger, (c) alter disposition or amend the rate of interest payable in respect of the Loans (except as may be similar transaction expressly authorized permitted by the Loan Documents or as may be necessarythis Agreement, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any Obligations or (vi) except in a transaction permitted by this Agreement, subordinate the Obligations of Obligors (other than in respect of debtor-in-possession financings provided under the Bankruptcy Code or similar debtor relief or debt adjustments laws of the Obligations. In no event shall any amendment United States or other applicable jurisdictions from time to the provisions of Section 3.1.3 be effective time in effect). (f) without the prior written consent of Fleeta Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.6.2. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; providedXxxxxxxx – Loan, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Security and Guaranty Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.#53354946

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. (a) No amendment or modification of any provision of this Agreement or any of the other Loan Documents, nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement of the Required Lenders and Borrowers, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, (i) without the prior written consent of the Administrative Agent, no amendment or waiver shall be effective with respect to any provision in any of the Loan Documents (including Section 10.4 and this Section 9.9) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Administrative Agent; (ii) without the prior written consent of Issuing Bank, no amendment or waiver with respect to any of the LC Obligations or the provisions of Sections 2.2 or 5.2(d) shall be effective; (iii) without the prior written consent of each affected Lender, except as otherwise expressly provided in this Agreement, no amendment or waiver shall be effective that would (1) increase or otherwise modify any Commitment of such Lender (other than to reduce such Lender’s Commitment on a proportionate basis with the same Commitments of other Lenders); (2) alter (other than to increase) the rate of interest payable in respect of any Obligations owed to such Lender; (3) waive any interest or fee payable to such Lender pursuant to Section 3; or (4) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness; and (iv) without the prior written consent of all Lenders, no amendment or waiver of shall be effective that would (1) waive any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to the Borrower's ’s failure to observe or perform any covenant that may not be amended 1. Notwithstanding amended without the immediately preceding sentenceunanimous written consent of Lenders (and, where so provided hereinafter, the written agreement consent of all the Administrative Agent) as hereinafter set forth; (2) change the number of Lenders that shall be required for the Lenders or any of them to effectuate take any amendmentaction hereunder; (3) amend the definition of “Required Lenders”; (4) amend this Section 9.9; (5) reduce the amount of principal of, modification or waiver that interest on, or the interest rate applicable to, the Loans or any fees payable hereunder; (6) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to be made; (7) release all or substantially all the Collateral; or (8) amend the definition of “Borrowing Base” if the effect thereof would (a) alter be to increase the provisions amount of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 Revolving Credit Loans available to the Borrower or 14.3, amend the definitions of "“Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" Block” or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given“Excess Availability”.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.113.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and BorrowersBorrower, and no termination or waiver of any Default or Event provision of Default this Agreement, nor any consent to any departure from the terms hereof by Borrower, shall be effective without the prior written consent concurrence of the Required Lenders; provided, -------- however, that, without which concurrence the prior consent of all Lenders, no waiver of any ------- Default Required Lenders shall have the right to grant or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1withhold in their sole discretion. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.63.6, 2.73.7, 2.83.8, 2.93.9, 4.65.6, 4.75.7, 5.1, 8.1.86.1, 12, 14.2 13, 15.2 or 14.315.3, the definitions of "Availability Reserve," "Borrowing Base," and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 3.2.3 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents Documents, in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), or (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 4.1.3 be effective without the prior written consent of FleetWachovia. Notwithstanding the foregoing or any other provision in this Agreement, Agent shall have the exclusive right to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Section 1), or whether to impose or release any reserve, and to exercise its own credit judgment in connection therewith, which judgment, if exercised in good faith, shall exonerate Agent from any liability to Lenders or any other Person for any errors in judgment. No Lender shall be authorized to amend or modify any Note held by it it, or to give or withhold waivers with respect thereto (including any waiver of an Event of Default thereunder), unless such amendment amendment, modification or modification waiver is consented to in by writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1Amendment. No amendment or modification of any provision Loan Document, including any extension or amendment of this Agreement a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders Lenders) and Borrowerseach Obligor party to such Loan Document; provided, and no waiver of any Default or Event of Default shall be effective however, that (a) without the prior written consent of the Required LendersAgent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of Agent; provided, -------- however, that, (b) without the prior written consent of Issuing Bank, no modification shall be effective with respect to any LC Obligations or any other provision in a Loan Document that relates to any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall be effective that would (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); (iii) extend the Revolver Termination Date applicable to such Lender’s Obligations; or (iv) amend this clause (c); (d) without the prior written consent of all LendersLenders (except any Defaulting Lender), no waiver of any ------- Default or Event of Default modification shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (ai) alter Section 5.5.2, 7.1 (except to add Collateral) or 15.1.1; (ii) amend the provisions definition of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 Borrowing Base (or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other any defined terms term used in such definition), "Pro Rata," "Rata or Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, ; (biii) increase any advance rate or otherwise modify any of decrease the Commitments Availability Reserve; (other than to reduce proportionately each Lender's Commitment iv) release all or substantially all Collateral; or (v) except in connection with any overall reduction in the amount of the Commitments)a merger, (c) alter disposition or amend the rate of interest payable in respect of the Loans (except as may be similar transaction expressly authorized by the Loan Documents or as may be necessarypermitted hereby, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective ; and (e) without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or a Secured Bank Product Provider, no modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was giventhat affects its relative payment priority under Section 5.5.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. (a) No amendment or modification of any provision of this Agreement or any of the other Loan Documents, nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement of the Required Lenders and Borrowers, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, (i) without the prior written consent of the Agent, no amendment or waiver shall be effective with respect to any provision in any of the Loan Documents (including this Article 7) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Agent; (ii) without the prior written consent of the Agent, no amendment or waiver with respect to the definition of “Defaulting Lender” (except to be more inclusive of the facts and circumstances which cause a Lender to become a Defaulting Lender) shall be effective; (iii) without the prior written consent of each affected Lender (including any Defaulting Lender), no amendment or waiver shall be effective that would (1) increase or otherwise modify any Lending Amount of such Lender (other than to reduce such Lender’s Lending Amount on a proportionate basis with the same Lending Amounts of other Lenders); (2) alter (other than to increase) the rate of interest or fees payable in respect of any Obligations owed to such Lender; (3) waive or defer collection of any interest or fee payable to such Lender; (4) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness; or (5) extend the Maturity Date (which consent, for the avoidance of doubt, is not required in connection with any automatic extension of the Maturity Date); and (iv) without the prior written consent of all LendersLenders (except a Defaulting Lender), no amendment or waiver of shall be effective that would (1) waive any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to the Borrower's ’s failure to observe or perform any covenant that may not be amended 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.any

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No amendment The Credit Documents may not be waived, amended, varied, novated, supplemented or modification modified except pursuant to an agreement or agreements in writing entered into by, or approved in writing by, the Borrower, the Guarantors and the Required Lenders, provided, however, that no such agreement shall (a) decrease the principal amount of any provision Loan, or extend the maturity of this Agreement shall be effective without or any scheduled date of payment of principal or interest, or waive or excuse any payment of principal or interest or any part thereof, or decrease the prior written agreement rate of the Required Lenders and Borrowersinterest on any Loan, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent each holder of all Lenders, no waiver of any ------- Default a Note or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenderseach Lender affected thereby, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in change the amount of the Commitments), (c) alter any Commitment or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection extend any Commitment of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to such Lender, (c) amend or modify the provisions of Sections 2.12, 2.13, 2.14 or the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the allocation among the Lenders of any repayment made under Section 2.10 without the prior written consent of each Lender affected thereby, (e) reduce the collateral coverage requirements of Section 5(l) hereof, other than as permitted under the Credit Documents, without the prior written consent of each Lender, (f) amend Section 10 or any other provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or the Collection Account Agent, as the case may be, shall exercise rights thereunder that explicitly require the consent of the Lenders or the Required Lenders or agree to amendments or modifications thereof, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note held shall be bound by it unless such any waiver, amendment or modification is consented authorized by this Section regardless of whether its Notes shall have been marked to in writing make reference thereto, and any consent by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment any Lender or modification to any provision holder of this Agreement that may be effected a Note pursuant to this Section 12.9.1 by agreement shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification any of the Notes by virtue of the incorporation by reference parties hereto to exercise, and no delay in each of the Notes of this Agreement. The making exercising, any right hereunder or under any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Loans hereunder by such right preclude any Lender during the existence of a Default other or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was givenfurther exercise thereof.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. (a) No amendment or modification of any provision of this Agreement or any of the other Loan Documents, nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement of the Required Lenders and Borrowers, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, (i) without the prior written consent of the Administrative Agent, no amendment or waiver shall be effective with respect to any provision in any of the Loan Documents (including Section 10.4 and this Section 9.9) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Administrative Agent; (ii) without the prior written consent of Issuing Bank, no amendment or waiver with respect to any of the LC Obligations or the provisions of Sections 2.2 or 5.2(c) shall be effective; (iii) without the prior written consent of each affected Lender, except as otherwise expressly provided in this Agreement, no amendment or waiver shall be effective that would (A) increase or otherwise modify any Commitment of such Lender (other than to reduce such Lender's Commitment on a proportionate basis with the same Commitments of other Lenders); (B) alter (other than to increase) the rate of interest payable in respect of any Obligations owed to such Lender; (C) waive any interest or fee payable to such Lender pursuant to Article III; or (D) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness; and (iv) without the prior written consent of all Lenders, no amendment or waiver of shall be effective that would (A) waive any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to the Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding amended without the immediately preceding sentenceunanimous written consent of Lenders (and, where so provided hereinafter, the written agreement consent of all the Administrative Agent) as hereinafter set forth; (B) change the number of Lenders that shall be required for the Lenders or any of them to effectuate take any amendmentaction hereunder; (C) amend the definition of "Required Lenders"; (D) amend this Section 9.9; (E) reduce the amount of principal of, modification or waiver that interest on, or the interest rate applicable to, the Loans or any fees payable hereunder; (F) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to be made; (G) except as authorized in Section 9.2(a), release all or substantially all the Collateral; or (H) amend the definition of "Borrowing Base" if the effect thereof would (a) alter be to increase the provisions amount of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 Revolving Credit Loans available to the Borrower or 14.3, amend the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required LendersBlock" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given"Excess Availability".

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and BorrowersBorrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, thatthat (i) no amendment or waiver shall be effective with respect to any provision in SECTION 12 to the extent that such provisions apply to Agent or to any other provision of any Loan Document as such provisions relate to the rights, duties of immunities of Agent; (ii) no amendment to the provisions of SECTIONS 1.3 or 3.1.3 shall be effective without the prior written consent of Fleet; (iii) without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding amended without the immediately preceding sentenceunanimous written consent of Lenders (and, where so provided hereinafter, the written consent of Agent) as hereinafter set forth in this SECTION 12. 9.1; written agreement of all Lenders (except a defaulting Lender as provided in SECTION 3.2 of this Agreement) shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections SECTIONS 2.1, 2.2, 2.4, 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 4.9, 4.10, 5.1, 8.1.8, 12, 14.2 13, 14.2, or 14.314.3 or 14.14, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definitiondefinitions, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders, ; (b) increase or otherwise modify any of the Revolver Commitments (other than to reduce proportionately each Lender's Revolver Commitment in connection with any overall reduction in the amount of the Revolver Commitments), ; (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), ; (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section SECTION 5.2.3 hereof) or the unused line fee in Section 2.2.2 SECTION 2.2.3 hereof, ; (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course Ordinary Course of business Business that relate to deposit accounts with such financial institutions, ; (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), ; (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, ; or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it it, unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section SECTION 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.

Consents Amendments and Waivers. Out-of-Formula LoansSubject to Sections, 13.8(a), (b) and (c), any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Additional Purchasers as provided in Sections 13.8(c) and (d) and the written consent of the Company. ------------------------------------------------------ 12.9.1. No Any amendment or modification waiver effected in accordance with this Section 12.8 shall be binding upon each of the parties hereto. (a) Subject to the terms of Sections 13.8(b) and (c), and except to the extent expressly provided in Section 9, to the extent that (i) the terms of this Agreement require a Credit Party to obtain the consent or approval of the Additional Purchasers, (ii) the terms of this Agreement require or permit the Collateral Agent to take any action, including but not limited to declaring an Event of Default, (iii) a Credit Party seeks an amendment to or termination of any of the terms of this Agreement or (iv) a Credit Party seeks a waiver of any right of the Additional Purchasers under this Agreement, such consent, approval, action, termination, amendment or waiver (each, an "Approval") shall be made by a 63% in Interest Additional Purchasers. (b) Notwithstanding anything to the contrary contained in Section 12.8(a), the Purchasers and the Company shall not, without the prior written consent and approval of at least the Supermajority Additional Purchasers, amend, modify, terminate or obtain a waiver of any provision of this Agreement shall be effective without Agreement, which will have the prior written agreement effect of (i) reducing the Required Lenders and Borrowers, and no waiver principal amount of any Default Notes or Event of Default any payment required to be made to the holders thereof, or modifying the terms of a payment or prepayment thereof or (ii) reducing the rate or extending the time for payment of interest under any Notes or (iii) releasing any collateral. (c) Notwithstanding anything to the contrary contained in this Section 12.8, the Purchasers and the Company shall be effective not, without the prior written consent and approval of at least the Required Lenders; provided63% in Interest Purchasers, -------- howeveramend, thatmodify, without the prior consent of all Lenders, no terminate or obtain a waiver of any ------- Default provision of Section 7, Section 9 or Event Section 12 of Default this Agreement. (d) Notwithstanding anything to the contrary contained in Section 12.8(a), following a default pursuant to Section 6.1(a) hereof (a) each Additional Purchaser shall be effective if the Default or Event permitted to exercise all of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding the immediately preceding sentenceits rights and remedies under this Agreement, the written agreement of all Lenders Note held by such Additional Purchaser, and the Transaction Documents individually, and (b) the Company shall be required to effectuate seek any amendmentand all consents, modification approvals, waivers, terminations or waiver that would (a) alter amendments pursuant to this Agreement from each such Additional Purchaser individually, as provided in this Agreement. Each Additional Purchaser agrees that, for the provisions benefit of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in Additional Purchasers, any proceeds received by such definition, "Pro Rata," "Required Lenders" or any provision Additional Purchaser as a result of the exercise of rights and remedies under this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not 12.8(d) will be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was givendivided, pro rata, among all Additional Purchasers.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. (a) No amendment or modification of any provision of this Agreement or any of the other Loan Documents, nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement of the Required Lenders and Borrowers, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, (i) without the prior written consent of the Agent, no amendment or waiver shall be effective with respect to any provision in any of the Loan Documents (including this Article 7) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Agent; (ii) without the prior written consent of the Agent, no amendment or waiver with respect to the definition of “Defaulting Lender” (except to be more inclusive of the facts and circumstances which cause a Lender to become a Defaulting Lender) shall be effective; (iii) without the prior written consent of each affected Lender (including any Defaulting Lender), no amendment or waiver shall be effective that would (1) increase or otherwise modify any Lending Amount of such Lender (other than to reduce such Lender’s Lending Amount on a proportionate basis with the same Lending Amounts of other Lenders); (2) alter (other than to increase) the rate of interest or fees payable in respect of any Obligations owed to such Lender; (3) waive or defer collection of any interest or fee payable to such Lender; (4) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness; or (5) extend the Maturity Date (which consent, for the avoidance of doubt, is not required in connection with any automatic extension of the Maturity Date); and (iv) without the prior written consent of all LendersLenders (except a Defaulting Lender), no amendment or waiver of shall be effective that would (1) waive any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to the Borrower's ’s failure to observe or perform any covenant that may not be amended 1. Notwithstanding amended without the immediately preceding sentenceunanimous written consent of the Lenders (and, where so provided hereinafter, the written agreement consent of all Lenders shall be required to effectuate any amendmentthe Agent) as hereinafter set forth, modification or waiver that would (a2) alter the provisions of Sections 2.6Section 1.3(d), 2.7Section 1.9, 2.8Section 2.1 (except to add to the categories of property of the Borrower constituting Collateral), 2.9Section 7.5, 4.6this Section 7.11, 4.7Section 8.4 or Section 8.9, 5.1, 8.1.8, 12, 14.2 or 14.3, (3) amend the definitions of "Availability Reserve," "Borrowing Base" “Pro Rata” or “Required Lenders” (and the other defined terms used in such definitiondefinitions), "Pro Rata," "Required Lenders" or any provision of this Agreement obligating the Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e4) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to the Agent under any of the Loan Documents to consensual, non-statutory Liens granted after the Closing Date to any other Person, except as currently provided in or contemplated by the Loan Documents (including a subordination in connection with any Borrower's incurrence favor of the holders of Permitted Purchase Money Debt, and except for Liens granted by an Obligor that are permitted to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in have priority over the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of graceAgent’s Liens), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h5) release any Obligor Loan Party from liability for any of the Obligations. In no event shall . (b) The Borrower will not, directly or indirectly, pay or cause to be paid any amendment remuneration or other thing of value, whether by way of supplemental or additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for or as an inducement to the consent to or agreement by such Lender with any waiver or amendment of any of the terms and provisions of Section 3.1.3 be effective without this Agreement or any of the prior written consent other Loan Documents to the extent that the agreement of Fleet. No Lender shall be authorized all Lenders to amend any such waiver or modify any Note held by it amendment is required, unless such amendment remuneration or modification thing of value is consented concurrently paid, on the same terms, on a Pro Rata or other mutually agreed upon basis to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed Borrower may contract to prohibit an pay a fee only to those Lenders who actually vote in writing to approve any waiver or amendment or modification to any provision of the terms and provisions of this Agreement or any of the other Loan Documents to the extent that such waiver or amendment may be effected pursuant to this Section 12.9.1 implemented by agreement vote of Borrower and the Required Lenders even though and such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if amendment is in writing and then only in the specific instance and for the specific purpose for which it was givenfact approved.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and BorrowersBorrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amendedamended without the unanimous written consent of Lenders as hereinafter set forth in this Section 12.9. 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.5, 4.6, 4.7, 5.1, 8.1.811.3.6 (the last paragraph), 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Revolver Loans (except as may be expressly authorized by the Loan DIP Financing Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan DIP Financing Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 2.2.3 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan DIP Financing Documents to Liens granted to any other Person, except as currently provided in or contemplated by pursuant to the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, Intercreditor Agreement and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts Deposit Accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans Obligations or waive any Event of Default resulting from nonpayment of the Loans Obligations on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the ObligationsObligations or (i) release any Collateral, except as currently provided in this Agreement. In no event shall any amendment to the provisions of Section 1.2 or Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to -------- ------- prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Revolver Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and BorrowersBorrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; providedPROVIDED, -------- howeverHOWEVER, that, (i) without the prior written consent of Agent, no amendment or waiver shall be effective with respect to any provision in any of the DIP financing Agreements (including SECTION 12 hereof) to the extent such provision relates to the rights, duties or immunities of Agent; (ii) without the prior written consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding amended without the immediately preceding sentence, unanimous written consent of Lenders as hereinafter set forth in this SECTION 12.9.1; and (iii) the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections SECTIONS 2.6, 2.7, 2.8, 2.94.5, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or OR 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend (other than to increase) the rate of interest payable in respect of the Revolver Loans (except as may be expressly authorized by the Loan DIP Financing Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan DIP Financing Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section SECTION 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan DIP Financing Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts Deposit Accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans Obligations or waive any Event of Default resulting from nonpayment of the Loans Obligations on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall Obligations or (i) release any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of FleetCollateral, except as provided in this Agreement. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; providedPROVIDED, howeverHOWEVER, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section SECTION 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. (a) No amendment or modification of any provision of this Agreement or any of the other Loan Documents, nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement of the Required Lenders and Borrowers, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, (i) without the prior written consent of the Administrative Agent, no amendment or waiver shall be effective with respect to any provision in any of the Loan Documents (including Section 10.4 and this Section 9.9) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Administrative Agent; (ii) without the prior written consent of Issuing Bank, no amendment or waiver with respect to any of the LC Obligations or the provisions of Sections 2.2 or 5.2(d) shall be effective; (iii) without the prior written consent of each affected Lender, except as otherwise expressly provided in this Agreement, no amendment or waiver shall be effective that would (1) increase or otherwise modify any Commitment of such Lender (other than to reduce such Lender’s Commitment on a proportionate basis with the same Commitments of other Lenders); (2) alter (other than to increase) the rate of interest payable in respect of any Obligations owed to such Lender; (3) waive any interest or fee payable to such Lender pursuant to Section 3; or (4) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness; and (iv) without the prior written consent of all Lenders, no amendment or waiver of shall be effective that would (1) waive any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to the Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding amended without the immediately preceding sentenceunanimous written consent of Lenders (and, where so provided hereinafter, the written agreement consent of all the Administrative Agent) as hereinafter set forth; (2) change the number of Lenders that shall be required for the Lenders or any of them to effectuate take any amendmentaction hereunder; (3) amend the definition of "Required Lenders"; (4) amend this Section 9.9; (5) reduce the amount of principal of, modification or waiver that interest on, or the interest rate applicable to, the Loans or any fees payable hereunder; (6) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to be made; (7) release all or substantially all the Collateral; or (8) amend the definition of "Borrowing Base" if the effect thereof would (a) alter be to increase the provisions amount of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 Revolving Credit Loans available to the Borrower or 14.3, amend the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required LendersBlock" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given"Excess Availability".

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. 14.1.1 Amendment No amendment or modification of any provision Loan Document, including any extension or amendment of this Agreement a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); (iii) extend the Revolver Termination Date applicable to such Lender’s Obligations; or (iv) amend this clause (c); (d) without the prior written consent of all Lenders and Borrowers(except any Defaulting Lender), and no waiver modification shall (i) alter Section 5.6.2, 7.1 (except to add Collateral) or 14.1.1; (ii) amend the definition of Pro Rata or Required Lenders; (iii) release all or substantially all Collateral; or (iv) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Default or Event of Default shall be effective Obligor from liability for any Obligations; (e) without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent of all Supermajority Lenders, no waiver amend the definition of Borrowing Base (or any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms term used in such definition, "Pro Rata," "Required Lenders" or any provision ) if the effect of this Agreement obligating Agent such amendment is to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, borrowing availability; and (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Obligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender a Secured Bank Product Provider, no modification shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this affect its relative payment priority under Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given5.6.2.

Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------ 12.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders Lenders, Borrowers and BorrowersPLC, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, that (i) without the prior written consent of Agent, no amendment or waiver shall be effective with respect to any provision in any of the Loan Documents (including this Section 12) to the extent such provision relates to the rights, duties, immunities or discretion of Agent; (ii) without the prior written consent of Fleet, no amendment or waiver with respect to the provisions of Sections 1.3 or 3.1.3 shall be effective; (iii) without the prior written consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to either Borrower's failure to observe or perform any covenant that may not be amended 1. Notwithstanding amended without the immediately preceding sentenceunanimous written consent of Lenders (and, where so provided hereinafter, the written consent of Agent) as hereinafter set forth in this Section 12.9.1; and (iv) written agreement of all Lenders (except a defaulting Lender as provided in Section 3.2) shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.2, 2.4, 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 4.9, 4.10, 5.1, 8.1.812.9, 1214.2, 14.2 14.3 or 14.314.16, (b) amend the definitions of "Pro Rata," "Required Lenders," "Availability Reserve," or "Borrowing Base" (and the other defined terms used in such definitiondefinitions), "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders, (bc) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (cd) alter or amend (other than to increase) the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgementjudgment, to comply with Applicable Law), (de) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof5.2.3) or the unused line fee in Section 2.2.2 hereof2.2.2, (ef) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's Borrowers' incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course Ordinary Course of business Business that relate to deposit accounts with such financial institutions, (fg) alter the time or amount of repayment of any of the Loans (except a moratorium or deferral of payment pursuant to a forbearance agreement entered into by Agent and the Required Lenders with Borrowers at any time an Event of Default exists) or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (gh) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (hi) release any Obligor from liability for any of the Obligations. In no event shall Obligations (other than any amendment to Obligor that may be sold in conformity with the provisions terms of Section 3.1.3 be effective without the prior written consent of Fleetthis Agreement. No Lender shall be authorized to amend or modify any Note held by it it, unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower Borrowers and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and then only in the specific instance and for the specific purpose for which it was given.