Common use of Entire Understanding; Amendments; Lender Replacements; Overadvances Clause in Contracts

Entire Understanding; Amendments; Lender Replacements; Overadvances. (a) This Agreement and the Other Documents executed concurrently herewith or on or after the Closing Date contain the entire understanding between each Loan Party, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any promises, representations, warranties or guarantees of Agent or any Lender to any Loan Party not herein contained or not contained in any Other Document executed on or after the Closing Date shall have no force and effect. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing pursuant to clause (b) below. Any Default or Event of Default that occurs hereunder shall continue unless and until expressly waived in writing pursuant to clause (b) below. Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement. (b) Agent and the Required Lenders (or Agent with the consent in writing of the Required Lenders), and Borrower may, subject to the provisions of this Section 16.2(b), from time to time enter into written amendments and supplemental agreements to this Agreement or the Other Documents executed by Borrower, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Loan Parties hereunder or thereunder or the conditions, provisions or terms thereof or waiving any Default or Event of Default hereunder or thereunder, but only to the extent specified in such written agreements; provided, however, that, no such amendment or supplemental agreement shall: (i) increase the Commitment of any Lender without the consent of Agent and all Lenders; (ii) increase the Maximum Credit or the Maximum Revolving Advance Amount without the consent of Agent and all Lenders; (iii) extend the Term or maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest (other than the waiver of any default rate) or reduce any scheduled (as opposed to mandatory prepayment) principal payment or fee payable by Borrower to such Lender pursuant to this Agreement, without the consent of Agent and each Lender directly affected thereby; (iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) without the consent of Agent and all Lenders; (v) release any Collateral during any calendar year (other than in accordance with the provisions of this Agreement, including any Disposition thereof permitted by this Agreement) having an aggregate value in excess of $2,000,000 without the consent of Agent and all Lenders; (vi) change the rights and duties of Agent without the consent of Agent; or (vii) increase the Advance Rate above the Advance Rate in effect on the Closing Date without the consent of Agent and all Lenders. Any such amendment or supplemental agreement shall apply equally to each Lender and shall be binding upon Loan Parties, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Loan Parties, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon. (c) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to the matter that was the subject of the request. (d) In the event that (i) Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied, (ii) a Lender is a Defaulting Lender or (iii) a Lender is an Impacted Lender, then in each case Agent may, at its option, require such Lender to assign its Advances and Commitments to Agent or to another Lender or to any other Person designated by Agent (a “Designated Lender”), for a price equal to the then outstanding principal amount of all Advances held by such Lender plus accrued and unpaid interest and fees owing to such Lender, which interest and fees shall be paid when, and if, collected from Borrower. In the event Agent elects to require any Lender to assign such Lender’s Advances and Commitments to Agent or to a Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Lender’s denial (or with respect to clause (ii) or (iii) above, during the time that such Lender is a Defaulting Lender or an Impacted Lender, as applicable, or within forty five (45) days thereafter), and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender (or Agent on behalf of such Lender if such Lender refuses to execute such Commitment Transfer Supplement within such time period; and each Lender hereby irrevocable authorizes Agent to so execute such a Commitment Transfer Supplement on its behalf), Agent or the Designated Lender, as appropriate, and Agent (if Agent is not the Designated Lender). (e) Notwithstanding the foregoing (and in addition to the Agent’s rights to make Protective Advances hereunder), Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the outstanding Revolving Advances and Letters of Credit at any time to exceed the Borrowing Base (but not exceed the Maximum Revolving Advance Amount) by up to ten percent (10%) of the Borrowing Base for up to sixty (60) consecutive Business Days; provided, that, any such overadvance shall still constitute an Event of Default as of the first day of such overadvance regardless of the reason for or amount of such overadvance. For purposes of the preceding sentence, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be eligible for inclusion in the Borrowing Base, becomes ineligible, collections of Receivables applied to reduce outstanding Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral; provided, that, any such overadvance shall still constitute an Event of Default as of the first day of such overadvance regardless of the reason for or amount of such overadvance. In the event Agent involuntarily permits the outstanding Revolving Advances and Letters of Credit to exceed the Borrowing Base by more than ten percent (10%) of the Borrowing Base, Borrower shall decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess, provided, that, any Event of Default resulting therefrom shall remain in existence. Revolving Advances made or Letters of Credit issued after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence, and in all events shall constitute an Event of Default.

Entire Understanding; Amendments; Lender Replacements; Overadvances. (a) This Agreement and the Other Documents executed concurrently herewith or on or after the Closing Date contain the entire understanding between each Loan Party, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any promises, representations, warranties or guarantees of Agent or any Lender to any Loan Party not herein contained or not contained in any Other Document executed on or after the Closing Date shall have no force and effect. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing pursuant to clause (b) below. Any Default or Event of Default that occurs hereunder shall continue unless and until expressly waived in writing pursuant to clause (b) below. Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement. (b) Agent and the Required Lenders (or Agent with the consent in writing of the Required Lenders), and the Borrower may, subject to the provisions of this Section 16.2(b16.02(b), from time to time enter into written amendments and supplemental agreements to this Agreement or the Other Documents executed by the Borrower, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Loan Parties hereunder or thereunder or the conditions, provisions or terms hereof or thereof or waiving any Default or Event of Default hereunder or thereunder, but only to the extent specified in such written agreements; provided, however, that, no such amendment or supplemental agreement shall: (i) Except pursuant to Section 2.11, increase the Term Commitment of any Lender without the consent of Agent and all Lendersthe affected Lender; (ii) increase the Maximum Credit or the Maximum Revolving Advance Amount without the consent of Agent and all Lenders; (iii) extend the Term or the final scheduled maturity of any Note Term Loans or the due date for any amount payable hereunder, or decrease the rate of interest (other than the waiver of any default rate) ), reduce the principal amount of any outstanding Term Loans, or reduce any scheduled (as opposed to mandatory prepayment) principal payment or fee payable by the Borrower to such Agent or a Lender pursuant to this AgreementAgreement or any Other Document, without the consent of Agent and each such Lender directly affected thereby; (iviii) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b16.02(b) without the consent of Agent and all Lenders; (iv) release all or a substantial portion of the Collateral without the consent of Agent and all Lenders; (v) release any Collateral during any calendar year (other than in accordance with the provisions of this Agreement, including any Disposition thereof permitted by this Agreement) having an aggregate value in excess of $2,000,000 without the consent of Agent and all Lenders; (vi) change the rights and duties rights, duties, obligations, privileges, protections, immunities or indemnities of Agent without the consent of Agent; (vi) release of any Loan Party from its Obligations hereunder, except in accordance with the terms of this Agreement; (vii) subordinate the priority of the Liens in the Collateral in favor of Agent, for the benefit of Secured Parties, to any Liens therein held by any other Person; or (viiviii) increase alter the Advance Rate above the Advance Rate priority of allocation of payments and proceeds of Collateral provided for in effect on the Closing Date Section 11.02(b) without the consent of Agent all Lenders adversely affected thereby (it being understood that any alteration of Section 11.02(b) to elevate the priority of the Obligations in respect of the November 2018 Bridge Term Loans shall require the consent of each Lender in respect of the Initial Term Loans and all Lendersthe November 2018 Add-On Term Loans). Any such amendment or supplemental agreement shall apply equally to each Lender and shall be binding upon Loan Parties, Lenders and Agent and all future holders of the Obligations. In the case of any waiverwaiver of a Default or Event of Default pursuant to a waiver provided in accordance with the above provisions of this Section 16.02(b), Loan Parties, Agent and Lenders shall be restored to their former positions and rights, and any Default or Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Default or Event of Default shall extend to any other Default or Event of Default or any subsequent Default or Event of Default (whether or not the subsequent Default or Event of Default is the same as the Default or Event of Default which was waived), or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 16.02, Borrower may amend this Agreement to add Incremental Term Loans and Incremental Term Commitments pursuant to Section 2.11 and to permit extensions of credit thereunder and accrued interest and fees in respect thereof. (c) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to the matter that was the subject of the request. (d) In the event that (i) Agent requests the consent of a Lender pursuant to this Section 16.2 16.02 and such consent is denied, (ii) a Lender is a Defaulting Lender or Lender, (iii) a Lender is an Impacted Lender or (iv) a Lender is a Prior Defaulting/Impacted Lender, then then, in each case case, Agent may, at its option, require such Lender to assign its Advances Term Loans and Term Commitments to Agent or to another Lender or to any other Person designated by Agent (a “Designated Lender”), for a price equal to the then outstanding principal amount of all Advances Term Loans held by such Lender plus accrued and unpaid interest and fees owing to such Lender, which interest and fees shall be paid when, and if, collected from the Borrower. In the event Agent elects to require any Lender to assign such Lender’s Advances Term Loans and Term Commitments to Agent or to a Designated Lender, Agent will so notify such Lender in writing within forty five one hundred and eighty (45180) days following such Lender’s denial (or with respect to clause clauses (ii), (iii) or (iiiiv)) above, during the time that such Lender is a Defaulting Lender, an Impacted Lender or an a Prior Defaulting/Impacted Lender, as applicable, or within forty five one hundred and eighty (45180) days thereafter), and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender (or Agent on behalf of such Lender if such Lender refuses to execute such Commitment Transfer Supplement within such time period; and each Lender hereby irrevocable authorizes Agent to so execute such a Commitment Transfer Supplement on its behalf), Agent or the Designated Lender, as appropriate, and Agent (if Agent is not the Designated Lender). (e) Notwithstanding the foregoing (and in addition to the Agent’s rights to make Protective Advances hereunder), Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the outstanding Revolving Advances and Letters of Credit at any time to exceed the Borrowing Base (but not exceed the Maximum Revolving Advance Amount) by up to ten percent (10%) of the Borrowing Base for up to sixty (60) consecutive Business Days; provided, that, any such overadvance shall still constitute an Event of Default as of the first day of such overadvance regardless of the reason for or amount of such overadvance. For purposes of the preceding sentence, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be eligible for inclusion in the Borrowing Base, becomes ineligible, collections of Receivables applied to reduce outstanding Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral; provided, that, any such overadvance shall still constitute an Event of Default as of the first day of such overadvance regardless of the reason for or amount of such overadvance. In the event Agent involuntarily permits the outstanding Revolving Advances and Letters of Credit to exceed the Borrowing Base by more than ten percent (10%) of the Borrowing Base, Borrower shall decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess, provided, that, any Event of Default resulting therefrom shall remain in existence. Revolving Advances made or Letters of Credit issued after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence, and in all events shall constitute an Event of Default.

Entire Understanding; Amendments; Lender Replacements; Overadvances. (a) This Agreement and the Other Documents executed concurrently herewith or on or after the Closing Date contain the entire understanding between each Loan Party, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any promises, representations, warranties or guarantees of Agent or any Lender to any Loan Party not herein contained or not contained in any Other Document executed on or after the Closing Date shall have no force and effect. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing pursuant to clause (b) below. Any Default or Event of Default that occurs hereunder shall continue unless and until expressly waived in writing pursuant to clause (b) below. Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement. (b) Agent and the Required Lenders (or Agent with the consent in writing of the Required Lenders), and the Borrower may, subject to the provisions of this Section 16.2(b16.02(b), from time to time enter into written amendments and supplemental agreements to this Agreement or the Other Documents executed by the Borrower, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Loan Parties hereunder or thereunder or the conditions, provisions or terms hereof or thereof or waiving any Default or Event of Default hereunder or thereunder, but only to the extent specified in such written agreements; provided, however, that, no such amendment or supplemental agreement shall: (i) increase the Term Commitment of any Lender without the consent of Agent and all Lendersthe affected Lender; (ii) increase the Maximum Credit or the Maximum Revolving Advance Amount without the consent of Agent and all Lenders; (iii) extend the Term or the final scheduled maturity of any Note Term Loans or the due date for any amount payable hereunder, or decrease the rate of interest (other than the waiver of any default rate) ), reduce the principal amount of any outstanding Term Loans, or reduce any scheduled (as opposed to mandatory prepayment) principal payment or fee payable by the Borrower to such Agent or a Lender pursuant to this AgreementAgreement or any Other Document, without the consent of Agent and each such Lender directly affected thereby; (iviii) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b16.02(b) without the consent of Agent and all Lenders; (iv) release all or a substantial portion of the Collateral without the consent of Agent and all Lenders; (v) release any Collateral during any calendar year (other than in accordance with the provisions of this Agreement, including any Disposition thereof permitted by this Agreement) having an aggregate value in excess of $2,000,000 without the consent of Agent and all Lenders; (vi) change the rights and duties rights, duties, obligations, privileges, protections, immunities or indemnities of Agent without the consent of Agent; (vi) release of any Loan Party from its Obligations hereunder, except in accordance with the terms of this Agreement; (vii) subordinate the priority of the Liens in the Collateral in favor of Agent, for the benefit of Secured Parties, to any Liens therein held by any other Person; or (viiviii) increase alter the Advance Rate above the Advance Rate priority of allocation of payments and proceeds of Collateral provided for in effect on the Closing Date without the consent of Agent and all LendersSection 11.02(b). Any such amendment or supplemental agreement shall apply equally to each Lender and shall be binding upon Loan Parties, Lenders and Agent and all future holders of the Obligations. In the case of any waiverwaiver of a Default or Event of Default pursuant to a waiver provided in accordance with the above provisions of this Section 16.02(b), Loan Parties, Agent and Lenders shall be restored to their former positions and rights, and any Default or Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Default or Event of Default shall extend to any other Default or Event of Default or any subsequent Default or Event of Default (whether or not the subsequent Default or Event of Default is the same as the Default or Event of Default which was waived), or impair any right consequent thereon. (c) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to the matter that was the subject of the request. (d) In the event that (i) Agent requests the consent of a Lender pursuant to this Section 16.2 16.02 and such consent is denied, (ii) a Lender is a Defaulting Lender or Lender, (iii) a Lender is an Impacted Lender or (iv) a Lender is a Prior Defaulting/Impacted Lender, then then, in each case case, Agent may, at its option, require such Lender to assign its Advances Term Loans and Term Commitments to Agent or to another Lender or to any other Person designated by Agent (a “Designated Lender”), for a price equal to the then outstanding principal amount of all Advances Term Loans held by such Lender plus accrued and unpaid interest and fees owing to such Lender, which interest and fees shall be paid when, and if, collected from the Borrower. In the event Agent elects to require any Lender to assign such Lender’s Advances Term Loans and Term Commitments to Agent or to a Designated Lender, Agent will so notify such Lender in writing within forty five one hundred and eighty (45180) days following such Lender’s denial (or with respect to clause clauses (ii), (iii) or (iiiiv)) above, during the time that such Lender is a Defaulting Lender, an Impacted Lender or an a Prior Defaulting/Impacted Lender, as applicable, or within forty five one hundred and eighty (45180) days thereafter), and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender (or Agent on behalf of such Lender if such Lender refuses to execute such Commitment Transfer Supplement within such time period; and each Lender hereby irrevocable authorizes Agent to so execute such a Commitment Transfer Supplement on its behalf), Agent or the Designated Lender, as appropriate, and Agent (if Agent is not the Designated Lender). (e) Notwithstanding the foregoing (and in addition to the Agent’s rights to make Protective Advances hereunder), Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the outstanding Revolving Advances and Letters of Credit at any time to exceed the Borrowing Base (but not exceed the Maximum Revolving Advance Amount) by up to ten percent (10%) of the Borrowing Base for up to sixty (60) consecutive Business Days; provided, that, any such overadvance shall still constitute an Event of Default as of the first day of such overadvance regardless of the reason for or amount of such overadvance. For purposes of the preceding sentence, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be eligible for inclusion in the Borrowing Base, becomes ineligible, collections of Receivables applied to reduce outstanding Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral; provided, that, any such overadvance shall still constitute an Event of Default as of the first day of such overadvance regardless of the reason for or amount of such overadvance. In the event Agent involuntarily permits the outstanding Revolving Advances and Letters of Credit to exceed the Borrowing Base by more than ten percent (10%) of the Borrowing Base, Borrower shall decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess, provided, that, any Event of Default resulting therefrom shall remain in existence. Revolving Advances made or Letters of Credit issued after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence, and in all events shall constitute an Event of Default.

Entire Understanding; Amendments; Lender Replacements; Overadvances. (a) This Agreement and the Other Documents executed concurrently herewith or on or after the Closing Date contain the entire understanding between each Loan Party, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any promises, representations, warranties or guarantees of Agent or any Lender to any Loan Party not herein contained or not contained in any Other Document executed on or after the Closing Date shall have no force and effect. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing pursuant to clause (b) below. Any Default or Event of Default that occurs hereunder shall continue unless and until expressly waived in writing pursuant to clause (b) below. Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement. (b) Agent and the Required Lenders (or Agent with the consent in writing of the Required Lenders), and Borrower Borrowers may, subject to the provisions of this Section 16.2(b), from time to time enter into written amendments and supplemental agreements to this Agreement or the Other Documents executed by BorrowerBorrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Loan Parties hereunder or thereunder or the conditions, provisions or terms hereof or thereof or waiving any Default or Event of Default hereunder or thereunder, but only to the extent specified in such written agreements; provided, however, that, (x) this Section 9.13 shall not be applicable to any modification or amendment pursuant to Sections 3.9 (Effect of Benchmark Transition Event) of this Agreement and Borrower acknowledges that any modification or amendment pursuant to Sections 3.9 of this Agreement shall be effective upon notice by Agent without execution by Borrower. And (y) no such amendment or supplemental agreement shall: (i) increase the Commitment of any Lender without the consent of Agent and all Lendersthe affected Lender; (ii) increase the Maximum Credit or the Maximum Revolving Advance Amount without the consent of Agent and all Lenders, provided, that, the increase provided for in Section 2.19 shall not be deemed an increase requiring the consent of any Lender other than Lenders providing such increase; (iii) extend the Term or the final scheduled maturity of any Note Advance or the due date for any amount payable hereunder, or decrease the rate of interest (other than the waiver of any default rate) ), reduce the principal amount of any outstanding Advances, or reduce any scheduled (as opposed to mandatory prepayment) principal payment or fee payable by Borrower Borrowers to such Agent or a Lender pursuant to this AgreementAgreement or any Other Document, without the consent of Agent and each such Lender directly affected thereby; (iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) without the consent of Agent and all Lenders; (v) release any Collateral during any calendar year (other than in accordance with the provisions of this Agreement, including any Disposition thereof permitted by this Agreement) having an aggregate value in excess of $2,000,000 500,000 without the consent of Agent and all Lenders; (vi) change the rights and duties of Agent without the consent of Agent; or (vii) increase the Advance Rate Rates above the Advance Rate Rates in effect on the Closing Date without the consent of Agent and all Lenders; (viii) alter the definition of the terms Borrowing Base, Eligible Accounts or Eligible Inventory in any manner which would have the effect of increasing availability of Advances, without the consent of Agent and all Lenders; (ix) release of any Loan Party from its Obligations hereunder, except in accordance with the terms of this Agreement; (x) subordinate the priority of the Liens in the Collateral in favor of Agent, for the benefit of Secured Parties, to any Liens therein held by any other Person, without the consent of Agent and all Lenders; or (xi) alter the priority of allocation of payments and proceeds of Collateral provided for in Section 11.2(b) without the consent of Agent and all Lenders. Any such amendment or supplemental agreement shall apply equally to each Lender and shall be binding upon Loan Parties, Lenders and Agent and all future holders of the Obligations. In the case of any waiverwaiver of a Default or Event of Default pursuant to a waiver provided in accordance with the above provisions of this Section 16.2(b), Loan Parties, Agent and Lenders shall be restored to their former positions and rights, and any Default or Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Default or Event of Default shall extend to any other Default or Event of Default or any subsequent Default or Event of Default (whether or not the subsequent Default or Event of Default is the same as the Default or Event of Default which was waived), or impair any right consequent thereon. (c) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to the matter that was the subject of the request. (d) In the event that (i) Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied, (ii) a Lender is a Defaulting Lender or Lender, (iii) a Lender is an Impacted Lender or (iv) a Lender is a Prior Defaulting/Impacted Lender, then then, in each case case, Agent may, at its option, require such Lender to assign its Advances and Commitments to Agent or to another Lender or to any other Person designated by Agent (a “Designated Lender”), for a price equal to the then outstanding principal amount of all Advances held by such Lender plus accrued and unpaid interest and fees owing to such Lender, which interest and fees shall be paid when, and if, collected from BorrowerBorrowers. In the event Agent elects to require any Lender to assign such Lender’s Advances and Commitments to Agent or to a Designated Lender, Agent will so notify such Lender in writing within forty five one hundred and eighty (45180) days following such Lender’s denial (or with respect to clause clauses (ii), (iii) or (iiiiv)) above, during the time that such Lender is a Defaulting Lender, an Impacted Lender or an a Prior Defaulting/Impacted Lender, as applicable, or within forty five one hundred and eighty (45180) days thereafter), and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender (or Agent on behalf of such Lender if such Lender refuses to execute such Commitment Transfer Supplement within such time period; and each Lender hereby irrevocable authorizes Agent to so execute such a Commitment Transfer Supplement on its behalf), Agent or the Designated Lender, as appropriate, and Agent (if Agent is not the Designated Lender). (ed) Notwithstanding the foregoing (and in addition to the Agent’s rights to make Protective Advances hereunder), Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the outstanding Revolving Advances and Letters of Credit at any time to exceed the Borrowing Base (but not to exceed the Maximum Revolving Advance Amount) by up to ten percent (10%) percent of the Borrowing Base for up to sixty thirty (6030) consecutive Business Days; provided, that, any such overadvance shall still constitute an Event of Default as of the first (1st) day of such overadvance regardless of the reason for or amount of such overadvance. For purposes of the preceding sentence, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be eligible for inclusion in the Borrowing Base, becomes ineligible, collections of Receivables applied to reduce outstanding Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral; provided, that, any such overadvance shall still constitute an Event of Default as of the first (1st) day of such overadvance regardless of the reason for or amount of such overadvance. In the event Agent involuntarily permits the outstanding Revolving Advances and Letters of Credit to exceed the Borrowing Base by more than ten percent (10%) percent of the Borrowing Base, Borrower Borrowers shall decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess, ; provided, that, any Event of Default resulting therefrom shall remain in existence. Revolving Advances made or Letters of Credit issued after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence, and in all events shall constitute an Event of Default.