Common use of Amendments; Consents Clause in Contracts

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval of the Majority Banks and Borrower, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Banks, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, or the amount of principal or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of any interest or fee payable to any Bank; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation or any installment of any fee or (except as provided in Section 2.6) to extend the term of the Commitments; (c) to amend or modify the provisions of the definitions in Section 1.1 of "Majority Banks" or of Sections 11.2, 11.9, 11.10, or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and the Agents.

Amendments; Consents. No amendment, modification, supplement, termination, --------------------- termination or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure therefrom by Borrower or any other Party therefromBorrower, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Majority Banks and Lenders, and, in the case of an amendment or modification, Borrower, and then only in the specific instance and for the specific spe- cific purpose given; and without the approval in writing of all the BanksLenders, no amendment, modification, supplement, termination, waiver, waiver or consent may be effective: (a) to amend or modify the principal of, or the amount rate of principal or principal prepaymentsinterest payable on, payable on any Obligation or (except as provided in Section 2.6) decrease the amount of the Commitments or to decrease the rate of any interest or fee payable to any Bank;Lender; or (b) without limitation of the preceding clause (a), to amend or modify the provisions of Section 3.1, 3.3, 3.6, 3.7, 3.8, 3.9, 3.10 or 3.15 in any manner ----------- --- --- --- --- --- ---- ---- which would postpone any date fixed for any payment of principal of, or prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation or any installment of any fee or fee; or (except as provided in Section 2.6c) to extend the term of the Commitments;Maturity Date; or (cd) to amend or modify the provisions of the definitions in Section 1.1 definition of "Majority BanksLenders," of Section 9.2(a) with respect to the rights of the Majority Lenders -------------- or of Sections Section 11.2, 11.9, 11.10, 11.11 or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or11.12. ------------ ----- ----- (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses Lenders; or (af) and (b), above, "to release all or a material portion of the Banks" shall mean all of Collateral, other than as set forth in Section 10.4(f) or as contemplated by the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the otherLoan Documents. --------------- Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, ------------ all the Banks Lenders and the AgentsAgent.

Amendments; Consents. No Other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement, no amendment, modification, supplement, terminationextension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Majority Banks and Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Agent), and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Banks, provided that no such amendment, modification, supplement, termination, waiver, waiver or consent may be effective:effective (in each case, other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement): (a) to (i) reduce the principal of or the rate of interest payable on, any Loan (provided that no amendment resulting in the payment of a higher rate of interest to any Lender or group of Lenders within the same class than the rate of interest payable to the other Lenders of the same class hereunder shall be permitted without the written consent of all Lenders of such class), (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the principal ofPro Rata Share of any Lender, or (iv) reduce the amount of principal any fee or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of any interest or fee payable to any BankLender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment of principal of, or prepayment of principal of, of or any installment of interest on, any Line A or Line B Obligation Loan or any installment of any fee fee, or (except as provided in Section 2.6) to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the last paragraph of this Section 11.2, to amend or modify the provisions definition of “Requisite Lenders” without the definitions in Section 1.1 written consent of "Majority Banks" or of Sections 11.2, 11.9, 11.10, or 11.11each Lender; (d) to release any Subsidiary Guarantor from its Subsidiary Guaranty if the assets and net income of such Subsidiary as of the most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or after the Closing Date (in each case as of the Fiscal Year most-recently ended prior to such release), would exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Collateral from liability under the Subsidiary Guaranty; orLien of the Loan Documents without the written consent of each Lender; (e) to amend or modify waive Section 8.1 or this Section 11.2 without the written consent of each Lender; (f) change Sections 3.10(b) or 9.2(d) in a manner that would alter the pro rata sharing or order of payments required thereby without the written consent of each Lender directly affected thereby; (g) to amend any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all or a specified portion of the Banks" shall mean Lenders without the written consent of all Lenders or such specified portion of the Banks holding a Line A Note or Line B NoteLenders, as applicable. Notwithstanding anything to the contrary in this Section 11.2, as in the event that Borrower awards any agent or other titles under this Agreement to those events that impact solely Banks holding one set of Notes Lenders, whether existing Lenders or New Lenders, the otherAgent and Borrower may enter into amendments to this Agreement to the extent necessary to reflect such title(s). Any amendment, modification, supplement, termination, waiver, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks Lenders and the AgentsAgent. Notwithstanding anything to the contrary in this Section 11.2, (i) neither Section 2.4 nor any other provision affecting the rights or duties of the Issuing Lender shall be amended without the consent of the Issuing Lender and (ii) neither Article 10 nor any provision affecting the rights or duties of the Agent shall be amended without the consent of the Agent. (1) Notwithstanding anything to the contrary in this Section 11.2, the Agent is authorized by the Lenders to enter into amendments or supplements to this Agreement, or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of curing any typographical error, incorrect cross-reference, defect in form, inconsistency, omission or ambiguity herein or therein (without any consent or approval by the Lenders). (2) Notwithstanding anything to the contrary in this Section 11.2, (i) the Agent and Borrower or applicable Subsidiary Guarantor may enter into amendments, supplements or modifications to the Loan Documents or additional Loan Documents to reflect additional Collateral provided under the Loan Documents or effect releases of Collateral or guarantees permitted by the Loan Documents, or to take such further actions in respect of the Security Documents as contemplated hereunder and thereunder (ii) the Agent and Borrower may make amendments and supplements to the Loan Documents to add additional Lenders, Extending Revolving Lenders and Extending Term Loan Lenders to the Credit Agreement, including the definitions of “Requisite Lenders” and “Pro Rata Share” and (iii) the Agent and Borrower may make amendments, modifications and supplements to the Agent Fee Letter.

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval of the Majority Banks and Borrower, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Banks, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, or the amount of principal or principal prepaymentsprepayments payable on, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments Commitment or to decrease the rate of any interest or fee payable to any Bank; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation or any installment of any fee or (except as provided in Section 2.6) to extend the term of the CommitmentsCommitment; (c) to amend or modify the provisions of the definitions in Section 1.1 of "Majority Banks" or of Sections 11.2, 11.9, 11.10, or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and the Agents.

Amendments; Consents. No Other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement, no amendment, modification, supplement, terminationextension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Majority Banks and Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Agent), and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Banks, provided that no such amendment, modification, supplement, termination, waiver, waiver or consent may be effective:effective (in each case, other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement): (a) to (i) reduce the principal of or the rate of interest payable on, any Loan (provided that no amendment resulting in the payment of a higher rate of interest to any Lender or group of Lenders within the same class than the rate of interest payable to the other Lenders of the same class hereunder shall be permitted without the written consent of all Lenders of such class), (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the principal ofPro Rata Share of any Lender, or (iv) reduce the amount of principal any fee or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of any interest or fee payable to any BankLender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment of principal of, or prepayment of principal of, of or any installment of interest on, any Line A or Line B Obligation Loan or any installment of any fee or (except as provided in Section 2.6) other amount payable to any Lender under the Loan Documents, or to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the last paragraph of this Section 11.2, to amend or modify the provisions definition of “Requisite Lenders” without the definitions in Section 1.1 written consent of "Majority Banks" or of Sections 11.2, 11.9, 11.10, or 11.11each Lender; (d) to release any Subsidiary Guarantor from its Subsidiary Guaranty if the assets and net income of such Restricted Subsidiary as of the most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or after the Closing Date (in each case as of the Fiscal Year most-recently ended prior to such release), would exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Collateral from liability under the Subsidiary Guaranty; orLien of the Loan Documents without the written consent of each Lender; (e) to amend or modify waive Section 8.1 or this Section 11.2 without the written consent of each Lender; (f) change Sections 3.10(b) or 9.2(d) in a manner that would alter the pro rata sharing or order of payments required thereby without the written consent of each Lender directly affected thereby; (g) to amend any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all or a specified portion of the Banks" shall mean Lenders without the written consent of all Lenders or such specified portion of the Banks holding a Line A Note or Line B NoteLenders, as applicable. Notwithstanding anything to the contrary in this Section 11.2, as in the event that Borrower awards any agent or other titles under this Agreement to those events that impact solely Banks holding one set of Notes Lenders, whether existing Lenders or New Lenders, the otherAgent and Borrower may enter into amendments to this Agreement to the extent necessary to reflect such title(s). Any amendment, modification, supplement, termination, waiver, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks Lenders and the AgentsAgent. Notwithstanding anything to the contrary in this Section 11.2, (i) neither Section 2.4 nor any other provision affecting the rights or duties of the Issuing Lender shall be amended without the consent of the Issuing Lender and (ii) neither Article 10 nor any provision affecting the rights or duties of the Agent shall be amended without the consent of the Agent. (1) Notwithstanding anything to the contrary in this Section 11.2, the Agent is authorized by the Lenders to enter into amendments or supplements to this Agreement, or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of curing any typographical error, incorrect cross-reference, defect in form, inconsistency, omission or ambiguity herein or therein (without any consent or approval by the Lenders). (2) Notwithstanding anything to the contrary in this Section 11.2, (i) the Agent and Borrower or applicable Subsidiary Guarantor may enter into amendments, supplements or modifications to the Loan Documents or additional Loan Documents to reflect additional Collateral provided under the Loan Documents or effect releases of Collateral or guarantees permitted by the Loan Documents, or to take such further actions in respect of the Security Documents as contemplated hereunder and thereunder (ii) the Agent and Borrower may make amendments and supplements to the Loan Documents to add additional Lenders, Extending Revolving Lenders and Extending Term Loan Lenders to the Credit Agreement, including the definitions of “Requisite Lenders” and “Pro Rata Share” and (iii) the Agent and Borrower may make amendments, modifications and supplements to the Agent Fee Letter.

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Majority Banks and BorrowerLender, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the BanksLenders, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, or decrease the amount of principal prepayments or principal prepaymentsthe rate of interest payable on, payable on any Obligation or (except as provided in Section 2.6) increase the amount of any of the Commitments or to decrease the rate amount of any interest or fee payable to any BankLender; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation or any installment of any fee or (except as provided in Section 2.6) to extend the term of any of the Commitments; (c) to amend or modify the provisions of the definitions in Section 1.1 definition of "Majority BanksLender" or of Sections 11.2Section 11.02, 11.9, 11.09 or 11.10, or 11.11; (d) to amend or modify any provision of Section 2.10; (e) release any Guarantor Subsidiary from liability under the Subsidiary GuarantyGuaranty unless such Guarantor is merged, consolidated or disposed of as permitted by Section 7.01 or 7.02; or (ef) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the otherLenders. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 11.02 shall apply equally to, and shall be binding upon, all the Banks Lenders and the AgentsAgent.

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent Borrower and Agent, with the approval of the Majority Banks and BorrowerBanks, and then only in the specific instance and for the specific purpose given; and without . Without the approval in writing of Borrower and all the Banks, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, or the amount of principal or principal, principal prepayments, or the rate of interest payable on on, any Obligation or (except as provided in Section 2.6) the amount of the Commitments any Commitment or to decrease the rate of any interest or fee payable to any Bank; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation obligation or any installment of any fee or (except as provided in Section 2.6) to extend the term of the Commitmentsany Commitment; (c) to amend or modify the provisions of the definitions in Section 1.1 of "Majority Banks" or of Sections 11.29.2, 11.99.9, 11.10, 9.10 or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty9.11; or (ed) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 9.2 shall apply equally to, and shall be binding upon, Borrower, all the Banks and the AgentsAgent.

Amendments; Consents. No amendment, modification, supplement, termination, termination or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure therefrom by Lancer, Borrower or any other Party therefromSubsidiary, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Majority Banks and Lenders, and, in the case of an amendment or modification, Lancer, Borrower or Borrower's Subsidiary, as applicable, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the BanksLenders, no amendment, modification, supplement, termination, waiver, waiver or consent may be effective: (a) to amend or modify the principal of, or the amount rate of principal or principal prepaymentsinterest payable on, payable on any Obligation or (except as provided in Section 2.6) decrease the amount of the Commitments or to decrease the rate of any interest or fee payable to any Bank;Lender; or (b) without limitation of the preceding clause (a), to amend or modify the provisions of Section 3.1, 3.3, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 or 3.17 in any manner which would postpone any date fixed for any payment of principal of, or prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation or any installment of any fee or fee; or (except as provided in Section 2.6c) to extend the term of the Commitments;Maturity Date; or (cd) to amend or modify the provisions of the definitions in Section 1.1 definition of "Majority BanksLenders," of Section 9.2(a) with respect to the rights of the Majority Lenders or of Sections Section 11.2, 11.9, 11.10, 11.10 or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses Lenders; or (af) and (b), above, "to release all or a material portion of the Banks" shall mean all of Collateral, other than as set forth in Section 10.4(f) or as contemplated by the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the otherLoan Documents. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks Lenders and the AgentsAgent.

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Party Subsidiary therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval of the Majority Banks and BorrowerRequired Lenders, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Bankseach Lender with respect to its Advances, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, or the amount of principal or principal, principal prepayments, or the rate of interest payable on on, any Obligation Borrowing or (except as provided in Section 2.6) the amount of any Revolving Loan Commitment or the Commitments or Masland Bonds (other than the exercise of the put pursuant to decrease Section 6(c) of the rate of any interest or fee payable to any BankBond Purchase Agreement which may be exercised by SunTrust in its sole discretion); (b) to prospectively postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A Borrowing or Line B Obligation or any installment of any fee or (except as provided in Section 2.6) to extend the term of any Revolving Loan Commitment or the Commitments;Masland Bonds; or (c) to amend or modify the provisions definitions of the definitions in Section 1.1 of any "Majority BanksRevolving Loan Commitment" or "Required Lenders," or of Sections 11.2, 11.9, 11.10, this SECTION 11.17 or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the otherSCHEDULE 1.1. Any amendment, modification, supplement, termination, waiver, waiver or consent pursuant to effected in accordance with this Section 11.2 SECTION 11.17 shall apply equally to, and shall be binding upon, all the Banks Lenders and the AgentsAdministrative Agent.

Amendments; Consents. No Other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and, (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement and (iii) as provided in Section 2.13 with respect to replacement of Term SOFR or the Successor Rate, no amendment, modification, supplement, terminationextension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Majority Banks and BorrowerRequisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a party, signed by ▇▇▇▇▇▇▇▇, and, in the case of any amendment, modification or supplement to Article 10, signed by the Agent), and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Banks, provided that no such amendment, modification, supplement, termination, waiver, waiver or consent may be effective:effective (in each case, other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement): (a) to (i) reduce the principal of or the rate of interest payable on, any Loan; provided that no amendment resulting in the payment of a higher rate of interest to any Lender or group of Lenders within the same class than the rate of interest payable to the other Lenders of the same class hereunder shall be permitted without the written consent of all Lenders of such class); provided further that the waiver of any condition set forth in Article 8 or the waiver of any Default or Event of Default shall not be considered extensions, reductions or forgiveness of principal amounts, (ii) increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the principal ofPro Rata Share of any Lender, or (iv) reduce the amount of principal any fee or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of any interest or fee payable to any BankLender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby; (b) to postpone any date fixed for any payment of principal of, or prepayment of principal of, of or any installment of interest on, any Line A or Line B Obligation Loan or any installment of any fee or (except as provided in Section 2.6) other amount payable to any Lender under the Loan Documents, or to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby; (c) except as set forth in the last paragraph of this Section 11.2, to amend or modify the provisions definition of “Requisite Lenders” without the definitions in Section 1.1 written consent of "Majority Banks" or of Sections 11.2, 11.9, 11.10, or 11.11each Lender; (d) to release any Subsidiary Guarantor from its Subsidiary Guaranty if the assets and net income of such Restricted Subsidiary as of the most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or after the Closing Date (in each case as of the Fiscal Year most-recently ended prior to such release), would exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Collateral from liability under the Subsidiary Guaranty; orLien of the Loan Documents without the written consent of each Lender; (e) to amend or modify any provision of this Agreement waive Section 8.1 or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all without the Banks and written consent of each Lender; (f) to change Sections 3.10(b) or 9.2(d) in a manner that would alter the Agents.pro rata sharing or order of payments required thereby without the written consent of each Lender directly affected thereby; (g) to amend or waive Section 8.2 with respect to any Advance under the Revolving Credit Facility without the written consent of Revolving Lenders having at such time in excess of 50% of the Revolving Commitments; and

Amendments; Consents. No amendment, modification, -------------------- supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Majority Banks and BorrowerLender, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the BanksLenders, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, or decrease the amount of principal prepayments or principal prepaymentsthe rate of interest payable on, payable on any Obligation or (except as provided in Section 2.6) increase the amount of any of the Commitments or to decrease the rate amount of any interest or fee payable to any BankLender; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation or any installment of any fee or (except as provided in Section 2.6) to extend the term of any of the Commitments; (c) to amend or modify the provisions of the definitions in Section 1.1 definition of "Majority BanksLender" or of Sections 11.2Section 11.02, 11.9, 11.09 or 11.10, or 11.11; (d) to amend or modify any provision of Section 2.10; (e) release any Guarantor Subsidiary from liability under the Subsidiary GuarantyGuaranty unless such Guarantor is merged, consolidated or disposed of as permitted by Section 7.01 or 7.02; or (ef) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the otherLenders. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 11.02 shall apply equally to, and shall be binding upon, all the Banks Lenders and the AgentsAgent.

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower the Company, any Guarantor or any other Party Subsidiary of the Company therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval of the Majority Banks and BorrowerRequired Lenders, and then only in the specific instance and for the specific purpose given; and PROVIDED, HOWEVER, that without the approval in writing of all the BanksLenders, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, the rate of interest payable on, or any fees with respect to, any Lender's Note, the Fees or the amount of principal or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of any interest or fee payable to any BankLender's Commitment; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A Lender's Notes or Line B Obligation the Fees, or any installment of any fee or (except as provided in Section 2.6) to extend the term of the Commitmentsany Lender's Commitment; (c) to amend or modify the definitions of "Commitment" or "Required Lenders" or the provisions of the definitions in Section 1.1 of "Majority Banks" 10.07 or of Sections 11.2, 11.9, 11.10, or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and the Agents.10.02;

Amendments; Consents. No amendmentExcept as otherwise expressly provided in this Agreement, modificationany consent or approval required or permitted by this Agreement or in any Loan Document to be given by the Lenders may be given, supplement, termination, or waiver of and any provision term of this Agreement or of any other Loan DocumentDocument may be amended, and no consent to any departure the performance or observance by the Borrower or any Loan Party or Subsidiary of any terms of this Agreement or such other Party therefromLoan Document or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, may but only with, the written consent of the Requisite Lenders (and, in the case of an amendment to any Loan Document, the written consent of the Borrower). Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase or decrease the Commitments of the Lenders or subject the Lenders to any additional obligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Loans or other Obligations; (iii) reduce the amount of any Fees payable hereunder; (iv) postpone any date fixed for any payment of any principal of, interest on, or Fees with respect to, any Loans or any other Obligations; (v) change the Commitment Percentages; (vi) amend this Section or Sections 4.1., 4.2., 8.8., 1O.1.(a), 1O.1.(d) and 1O.1.(e) hereof, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the aforementioned Sections or the substance of this Section; (vii) release any Guarantor from its obligations under its Guaranty or (viii) modify the definition of the term "Requisite Lenders" or modify in any event be effective other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof. Further, no amendment, waiver or consent unless in writing and signed by the Administrative Agent with Agent, in addition to the approval Lenders required hereinabove to take such action, shall affect the rights or duties of the Majority Banks Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and Borrowerany amendment, and then waiver or consent shall be effective only in the specific instance and for the specific purpose given; and without set forth therein. No course of dealing or delay or omission on the approval part of the Administrative Agent or any Lender in writing of all the Banksexercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Except as otherwise explicitly provided for herein or in any other Loan Document, no amendment, modification, supplement, termination, waiver, notice to or consent may be effective: (a) demand upon the Borrower shall entitle the Borrower to amend other or modify the principal of, further notice or the amount of principal demand in similar or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of any interest or fee payable to any Bank; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation or any installment of any fee or (except as provided in Section 2.6) to extend the term of the Commitments; (c) to amend or modify the provisions of the definitions in Section 1.1 of "Majority Banks" or of Sections 11.2, 11.9, 11.10, or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and the Agentsother circumstances.

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower the Company, any Guarantor or any other Party Subsidiary of the Company therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval of the Majority Banks and BorrowerRequired Lenders, and then only in the specific instance and for the specific purpose given; and provided, however, that without the approval in writing of all the BanksLenders, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, the rate of interest payable on, or any fees with respect to, any Lender's Note, the Fees or the amount of principal or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of any interest or fee payable to any BankLender's Commitment; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A Lender's Notes or Line B Obligation the Fees, or any installment of any fee or (except as provided in Section 2.6) to extend the term "Commitments" of the Commitmentsany Lender's Commitment; (c) to amend or modify the provisions of the definitions in Section 1.1 of "Majority BanksBorrowing Base", "Cost of Products Sold", "EBITDA Multiple", "Gross Margin", "Gross Margin Factor", "Revolving Loan Commitment" or of Sections 11.2"Required Lenders", 11.9, 11.10, or 11.11; (d) release any Guarantor Subsidiary from liability under the Subsidiary Guaranty; or (e) to amend or modify any provision Schedule 1.01, or the provisions of Section 10.07 or of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and the Agents.10.02;

Amendments; Consents. No Except as hereinafter provided, no amendment, modification, supplement, termination, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party the Company therefrom, may in any event be effective unless in writing signed by the Administrative Agent with Majority Banks (and, in the case of amendments, modifications or supplements, the approval in writing of the Company and the Majority Banks and BorrowerBanks), and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Banks, no amendment, modification, supplement, termination, waiver, waiver or consent may be effective: (a) to amend or modify the principal of, or the amount of principal or principal prepayments, payable on any Obligation or (except as provided in Section 2.6) the amount of the Commitments or to decrease the rate of interest payable on, any interest Note, or the amount of any Bank's Pro Rata Share of the Commitment, or of any fee payable to any BankBank (other than Administrative Agent's fees) under the Loan Documents; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Line A or Line B Obligation Note, or any installment of any fee payable to any Bank (other than Administrative Agent's fee) or (except as provided in Section 2.6) to extend the term of the CommitmentsMaturity Date (except pursuant to Section 4.2(c)); (c) to amend or modify the provisions of of: (i) the definitions of Commitment, Majority Banks or Supermajority Banks as set forth in Section 1.1 of "Majority Banks" or of Sections (ii) this Section 11.2, 11.9, 11.10, or 11.11; (d) release to accept any Guarantor Subsidiary from liability under real property as collateral for the Subsidiary GuarantyObligations; or (e) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks. For purposes of clauses (a) and (b), above, "all of the Banks" shall mean all of the Banks holding a Line A Note or Line B Note, as applicable, as to those events that impact solely Banks holding one set of Notes or the other. Any amendment, modification, supplement, termination, waiver, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and the AgentsAdministrative Agent.