Common use of Amendments; Consents Clause in Contracts

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided, however, that the unanimous consent of all Lenders shall be required with respect to any amendment, modification, termination, or waiver which would effect (i) the extension of maturity of any Note, or of the payment date of interest, principal and/or fees thereunder or hereunder, or (ii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note or in the rate or amount of fees payable pursuant to Section 3.4, or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, or (iii) any change in any percentage voting requirement in this Agreement, or (iv) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Majority Banks definition in this Agreement, or (ive) the release of any change in the dollar amount or percentage Guarantor of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)Payment, or (vf) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest thereunder, principal and/or or the payment of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Majority Banks definition in this Agreement, or (ive) the release of any change in the dollar amount or percentage Guarantor of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)Payment, or (vf) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunderBanks hereunder (provided that this clause (c) shall not apply to any waiver of the application of the Default Rate), or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment except for the release of a Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (ivf) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed amendment to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section 10.3, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and, in the case of amendments or modifications, Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all the Lenders shall be required with respect to (a) any amendmentincrease in the Commitment hereunder (except as specified in Section 2.9(b) hereof), modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Loans, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment date of facility, utilization or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Note Loan, or in the rate payment of facility, utilization or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment other than any release permitted by the terms hereof, or (ivf) any change in amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the dollar amount or percentage Lenders hereunder shall be forwarded by Agent to all of the Lenders' Commitments . Each Lender or any Lender's Commitment other holder of a Note (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change interest in any provision Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of this Agreement which requires all of the Lenders its failure to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all the Lenders shall be required with respect to (a) any amendmentincrease in the Commitment hereunder (except as specified in Section 2.9(b) hereof), modification, termination, or waiver which would effect (ib) the extension of the maturity of any Notethe Loans, or of the payment date of interestinterest or any scheduled principal payment, principal and/or the date of payment of commitment fees thereunder or payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of interest or scheduled principal or interest due on any Note or in the rate or amount of fees payable pursuant to Section 3.4Loan, or the payment of commitment fees hereunder, (d) any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunder, or (iiie) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, (f) the release of any Guarantor of Payment or material amount of Collateral securing the Obligations, except as contemplated in Section 9.8 hereof and as otherwise permitted under this Agreement (iv) including without limitation, releases which occur automatically and without any change in the dollar amount or percentage of the Lenders' Commitments additional consent by Agent or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (vg) any change in amount amendment to this Section 10.3 or timing Section 8.5 hereof. Notice of any fees payable under this Agreement, amendments or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment date of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion Guarantor of collateralPayment, if any, or any release of any Borrower from its obligations under Article 5except in connection with a transaction permitted pursuant to Section 5.12 hereof, or (viif) any change in amendment to this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any provision amendment, waiver or consent obtained as authorized by this Section, regardless of this Agreement which requires all its failure to agree thereto. In addition, Section 10.11 hereof may not be amended without the prior written consent of the Lenders to take any action under such provision or (viii) any change Designating Bank, as defined in Section 12.410.11 hereof, Article 14 or this Section 15.1affected thereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all the Lenders shall be required with respect to (a) any amendmentincrease in the Commitment hereunder (except as specified in Section 2.11(b) hereof), modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesNotes (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, or (ivf) any change in amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the dollar amount or percentage Lenders hereunder shall be forwarded by Agent to all of the Lenders' Commitments . Each Lender or other holder of a Note shall be bound by any Lender's Commitment (provided that amendment, waiver or consent obtained as authorized by this clause shall not be construed Section, regardless of its failure to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders Banks (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided, however, that the unanimous . Unanimous consent of all Lenders Banks shall be required with respect to any amendment, modification, termination, or waiver which would effect (i) the extension of maturity of any Note, or of the payment date of interest, principal and/or fees thereunder or hereunderthereunder, or (ii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note or in the rate or amount of fees payable pursuant to Section 3.4Note, or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iii) any change in any percentage voting requirement in this Agreement, or (iv) any change in the dollar amount or percentage of the LendersBanks' Commitments or any LenderBank's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)Commitment, or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion the Guarantors of collateral, if any, Payment or any thereof from any obligation of under any Guaranty of Payment or release of any Borrower the Borrowers from its their obligations under Article 5Section 5.5, or (vii) any change in any provision of this Agreement which requires all of the Lenders Banks to take any action under such provision or (viii) any change in Section 12.411.4(b), Article 14 13.1, 13.2 or this Section 15.114.1 itself. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by the Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all the Lenders shall be required with respect to (a) any amendmentincrease in the Commitment hereunder (except as specified in Section 2.10(b) hereof), modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Loans, or of the payment date of interestinterest or scheduled principal thereunder, principal and/or or the payment date of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of scheduled principal or interest due on any Note Loan, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or material amount of Collateral securing the Obligations, except as specifically permitted hereunder, or (ivf) any change in amendment to this Section 11.3 or Section 9.5 hereof. Notice of amendments or consents ratified by the dollar amount or percentage Lenders hereunder shall be forwarded by Agent to all of the Lenders' Commitments . Each Lender or any Lender's Commitment other holder of a Note (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change interest in any provision Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of this Agreement which requires all of the Lenders its failure to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder or any part thereof, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest thereunder, principal and/or or the payment of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) the release of any change in the dollar amount or percentage Guarantor of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)Payment, or (vf) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No Except as otherwise expressly provided herein, no amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all the Lenders shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interest, interest or principal and/or fees thereunder or hereunderthereunder, or the payment of commitment or other fees or amounts payable hereunder (iiincluding, without limitation, any change in the method used to compute such interest or fees), (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, or (ive) the release of any change Guarantor of Payment with assets in the dollar amount or percentage excess of One Million Dollars ($1,000,000) or, in addition to any release of collateral contemplated in Section 5.12 hereof, any release of collateral in excess of the Lenders' Commitments or any Lender's Commitment aggregate of One Million Dollars (provided that this clause shall not be construed $1,000,000) during each calendar year (Agent is authorized by the Lenders to limit execute appropriate release documents in connection with the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, aboveforegoing), or (vf) any change in amount amendment to this Section 10.3 or timing 8.5 hereof. Notice of any fees payable under this Agreement, amendments or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of consents ratified by the Lenders hereunder shall immediately be forwarded by TCC to take all the Lenders. Each Lender or other holder of a Note shall be bound by any action under such provision amendment, waiver or (viii) any change in Section 12.4consent obtained as authorized by this Section, Article 14 or this Section 15.1regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitments hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5or Guarantor of Payment or of any collateral in excess of Fifty Thousand Dollars ($50,000) securing the Debt or any part thereof, or (viif) any change in any provision amendment to this Section 11.3 or Section 9.5 hereof. Notice of this Agreement which requires amendments or consents ratified by the Banks hereunder shall be forwarded by Agent to all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1Banks.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the aggregate amount of the Commitments hereunder or of the amount of any Bank's Commitment, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment or (iv) of any change in collateral securing the dollar amount or percentage of the Lenders' Commitments Debt or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)part thereof, or (vf) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.19.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Majority Banks definition in this Agreement, or (ive) the release of any change Pledgor or, except as set forth in the dollar amount or percentage first sentence of this Section 10.3, of any collateral securing the Lenders' Commitments Debt or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)part thereof, or (vf) any change in amount amendment to this Section 10.3 or timing Section 8.5 hereof. Notice of any fees payable under this Agreement, amendments or (vi) any release of any portion of collateral, if any, or any release of any consents ratified by the Banks hereunder shall immediately be forwarded by Agent to Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all and each of the Lenders Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all the Lenders shall be required with respect to (a) any amendmentincrease in the Commitment hereunder (except as specified in Section 2.11(b) hereof), modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Debt, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesDebt, or in any amount of principal of or interest due on any Note the Debt, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, or (ivf) any change in amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the dollar amount or percentage Lenders hereunder shall be forwarded by Agent to all of the Lenders' Commitments . Each Lender or other holder of a Note shall be bound by any Lender's Commitment (provided that amendment, waiver or consent obtained as authorized by this clause shall not be construed Section, regardless of its failure to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all the Lenders shall be required with respect to (a) any amendmentincrease in the Commitment hereunder (except as specified in Section 2.9(b) hereof), modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Loans, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment date of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Note Loan, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or material amount of Collateral securing the Obligations, except as contemplated in Section 9.8 hereof and as otherwise permitted under this Agreement (iv) including without limitation, releases which occur automatically and without any change in the dollar amount or percentage of the Lenders' Commitments additional consent by Agent or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (vf) any change in amount amendment to this Section 10.3 or timing Section 8.5 hereof. Notice of any fees payable under this Agreement, amendments or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders Lenders. Each Lender or other holder of a Note (or interest on any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest thereunder, principal and/or or the payment of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrower or Canadian Borrowers to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Majority Banks definition in this Agreement, or (ive) the release of any change in the dollar amount or percentage Guarantor of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)Payment, or (vf) any change in amount or timing of any fees payable under this amendment to the Intercreditor Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all 62

Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to any amendment, modification, termination, or waiver which would effect (i) any increase in the Commitment hereunder, (ii) the extension of maturity of any Notethe Notes, or of the payment date of interestprincipal and interest thereunder, principal and/or or the payment of facility or other fees thereunder or amounts payable hereunder, or (iiiii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iiiiv) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (iv) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing the release of any fees payable under this AgreementGuarantor of Payment or of any collateral securing any part of the Debt, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any amendment to this

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, (d) any change in the method for computing interest or fees on the Notes, (iiie) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ivf) the release of any change in the dollar amount or percentage Guarantor of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)Payment, or (vg) any change in amount amendment to this Section 10.3 or timing Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 10.11 hereof may not be amended without the prior written consent of any fees payable under this AgreementDesignating Bank, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change as defined in Section 12.410.11 hereof, Article 14 or this Section 15.1affected thereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, modification, termination, or waiver which would effect (ib) the extension of the Commitment Period, the maturity of any NoteLoan, or of the payment date of interestinterest or principal with respect thereto, principal and/or or the payment date of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any Note Loan, or any reduction in the rate or amount of fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion Guarantor of collateralPayment, if any, or any release of any Borrower from its obligations under Article 5the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.09 hereof, or (viif) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, modification, termination, or waiver which would effect (ib) the extension of the Commitment Period, the maturity of any NoteLoan, or of the payment date of interestinterest or principal with respect thereto, principal and/or or the payment date of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any Note Loan, or any reduction in the rate or amount of fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion Guarantor of collateralPayment, if any, or any release of any Borrower from its obligations under Article 5except in connection with a transaction permitted pursuant to Section 5.11 hereof, or (viif) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefromtherefrom (except with respect to Exhibit I attached hereto), shall be effective unless the same shall be in writing and signed by the Majority Required Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Exhibit I hereto may be amended, howeversupplemented, that replaced or otherwise modified from time to time at the written request of Borrower and upon the written consent of Agent and the LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of all the Lenders affected thereby shall be required with respect to (a) any amendmentincrease in the Commitment hereunder except as permitted by Section 2.10(b) of this Agreement, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (ivf) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed amendment to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.03 or Section 8.05

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of facility or other fees thereunder or amounts payable hereunder, or any change in the method for computing such interest or fees, (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of facility or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion Guarantor of collateralthe Debt, if any, or (f) any release amendment to this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 10.11 hereof may not be amended without the prior written consent of any Borrower from its obligations under Article 5Designating Bank, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change as defined in Section 12.410.11 hereof, Article 14 or this Section 15.1affected thereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder (except as specified in Section 2.11(b) hereof), modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest or principal thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5or Guarantor of Payment or of any collateral in excess of Fifty Thousand Dollars ($50,000) securing the Debt or any part thereof, or (viif) any change in any provision amendment to this Section 11.3 or Section 9.5 hereof. Notice of this Agreement which requires amendments or consents ratified by the Banks hereunder shall be forwarded by Agent to all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1Banks.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Total Commitment Amount hereunder except in accordance with Section 2.06(b) hereof, modification, termination, or waiver which would effect (ib) the extension of the Commitment Period, the maturity of any NoteLoan, or of the payment date of interestinterest or principal with respect thereto, principal and/or or the payment date of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any Note Loan, or any reduction in the rate or amount of fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion Guarantor of collateralPayment, if any, or any release of any Borrower from its obligations under Article 5except in connection with a transaction permitted pursuant to Section 5.12 hereof, or (viif) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Amended Credit Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks, the Super Majority Lenders (Banks or all of the Banks as appropriate under this Section 13.02, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided, however, that the unanimous . Unanimous consent of all Lenders the Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by amount) of the Notes, shall be required with respect to any amendment, modification, termination, or waiver which would effect (i) any increase in any Commitment, the extension of maturity of any Note, the Notes or of the payment date of interestinterest thereunder, principal and/or fees thereunder or hereunder, or (ii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note or in the rate or amount of fees payable pursuant to Section 3.4, or any change in the manner of pro Pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (iii) any change in any percentage voting requirement requirements in this Amended Credit Agreement, or (iv) any change in the dollar amount or percentage release of the Lenders' Commitments Amended Guaranty or any Lender's Commitment (provided that this clause shall not be construed to limit the right other guarantee in favor of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)Banks, or (v) any change in amount amendment to the definitions of Required Banks, Super Majority Banks or timing of any fees payable under Reference Banks set forth herein or to this AgreementSection 13.02, or (vi) any release material amendment to any representation, warranty, covenant, Possible Default, Event of any portion of collateral, if any, Default or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all remedy provided for hereunder. The consent of the Lenders holders of eighty percent (80%)(by amount) of the Notes (the "Super Majority Banks") shall be required for any amendments, modifications or other changes to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.18.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modificationexcept pursuant to Section 2.8(c) hereof, termination, or waiver which would effect (ib) the extension of maturity of any NoteLoan, or of the payment date of interest, interest or principal and/or fees thereunder or hereunderthereunder, or the payment of facility or other fees or amounts payable hereunder or the extension of the expiry date of any Letter of Credit beyond the last day of the Commitment Period, (iic) any reduction in the rate of interest on the Notesany Loan, or in any amount of principal or interest due on with respect to any Note Loan, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5or Guarantor of Payment, or (viif) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Commitment hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest thereunder, principal and/or or the payment of commitment or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate payment of commitment or amount of other fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment or of any Collateral or any other security for the Secured Debt, (ivf) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed waiver to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)4.14 hereof, or (vg) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.111.3 or Section 9.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the amount of the Term Loan, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Notes, or of the payment date of interestinterest thereunder, principal and/or or the payment of fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note Note, or in the rate or amount payment of fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Majority Banks definition in this Agreement, or (ive) the release of any change Pledgor or, except as set forth in the dollar amount or percentage first sentence of this Section 10.3, of any collateral securing the Lenders' Commitments Debt or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above)part thereof, or (vf) any change in amount or timing of any fees payable under this amendment to the Intercreditor Agreement, this Section 10.3 or (vi) any release Section 8.4 hereof. Notice of any portion of collateral, if any, amendments or any release of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all consents ratified by the Banks hereunder shall immediately be forwarded by Agent to ▇▇▇▇▇▇▇▇ and each of the Lenders Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.1agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders the Banks shall be required with respect to (a) any amendmentincrease in the Total Commitment Amount hereunder, modification, termination, or waiver which would effect (ib) the extension of maturity of any Notethe Commitment Period, or of the Maturity Date, the payment date of interestinterest or principal with respect thereto, principal and/or or the payment date of facility or other fees thereunder or amounts payable hereunder, or (iic) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any Note Loan, or any reduction in the rate or amount of fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders Banks hereunder, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (ive) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion Guarantor of collateralPayment, if any, or any release of any Borrower from its obligations under Article 5Guaranty, except in connection with a transaction permitted pursuant to Section 5.09 hereof, or (viif) any change in any provision of this Agreement which requires all of the Lenders amendment to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 15.110.3 or Section 8.04 hereof. In addition, the Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes, any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Lenders (Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); provided. Anything herein to the contrary notwithstanding, however, that the unanimous consent of all Lenders shall be required with respect to any no such amendment, modification, termination, waiver or waiver which would effect consent may be made with respect to (ia) any increase in the Total Commitment Amount (other than pursuant to the provisions of Section 2.07) without the unanimous consent of all of the Banks, (b) the extension of maturity of any Notethe Maturity Date, or of the payment date of interest, interest or principal and/or fees thereunder or hereunderwith respect thereto, or the payment date of fees or amounts payable hereunder in each case without the consent of each Bank directly affected thereby, (iic) any reduction in the rate of interest on the NotesLoans, or in any amount of principal or interest due on any Note Loan, or any reduction in the rate or amount of fees payable pursuant to Section 3.4, hereunder or any change in the manner of pro rata application of any payments made by the Borrowers Borrower to the Lenders hereunderBanks hereunder in each case without the unanimous consent of all of the Banks, or (iiid) any change in any percentage voting requirement requirement, voting rights, or the Required Banks definition in this Agreement, or (iv) any change Agreement in each case without the dollar amount or percentage unanimous consent of all of the Lenders' Commitments or any Lender's Commitment Banks, (provided that this clause shall not be construed to limit e) the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any portion Guarantor of collateralPayment, if any, or any release except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of any Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision Banks or (viiif) any change in Section 12.4, Article 14 or amendment to this Section 15.110.03 or Section