THE WRITTEN CONSENT OF ALL THE LENDERS;
(III)
RELEASE ANY GUARANTOR UNDER ANY SECURITY DOCUMENT, OR, IN THE
AGGREGATE (IN A SINGLE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS), ALL OR
SUBSTANTIALLY ALL OF THE COLLATERAL WITHOUT THE CONSENT OF ALL OF THE LENDERS,
EXCEPT AS EXPRESSLY PERMITTED HEREBY OR BY ANY SECURITY DOCUMENT (AS SUCH
DOCUMENTS ARE IN EFFECT ON THE DATE HEREOF OR, IF LATER, THE DATE OF EXECUTION
AND DELIVERY THEREOF IN ACCORDANCE WITH THE TERMS HEREOF);
(IV)
REQUIRE ANY LENDER TO MAKE REVOLVING LOANS HAVING AN INTEREST
PERIOD OF LONGER THAN SIX MONTHS WITHOUT THE CONSENT OF SUCH LENDER;
(V)
AMEND, MODIFY OR WAIVE ANY PROVISION OF SECTION 9 WITHOUT THE
WRITTEN CONSENT OF THE THEN ADMINISTRATIVE AGENT AND OF ANY OTHER REPRESENTATIVE
AFFECTED THEREBY;
(VI)
AMEND, MODIFY OR WAIVE THE ORDER OF APPLICATION OF PAYMENTS SET
FORTH IN SUBSECTION 4.1 OF THE INTERCREDITOR AGREEMENT WITHOUT (X) THE CONSENT
OF THE SUPERMAJORITY LENDERS AND (Y) FROM THE CLOSING DATE UNTIL THE FIRST DATE
ON WHICH ORIGINAL LENDERS NO LONGER CONSTITUTE SUPERMAJORITY LENDERS (SUCH DATE,
THE "SUPERMAJORITY TERMINATION DATE"), THE CONSENT OF THE REQUIRED NON-ORIGINAL
LENDERS;
(VII)
AMEND, MODIFY OR WAIVE THE PROVISIONS OF ANY LETTER OF CREDIT OR
ANY L/C OBLIGATION WITHOUT THE WRITTEN CONSENT OF THE ISSUING BANK AND EACH
AFFECTED L/C PARTICIPANT; OR
(VIII)
AMEND, MODIFY OR WAIVE ANY PROVISION OF THE SWING LINE NOTE (IF
ANY) OR SUBSECTION 2.7 WITHOUT THE WRITTEN CONSENT OF THE SWING LINE LENDER AND
EACH OTHER LENDER, IF ANY, WHICH HOLDS, OR IS REQUIRED TO PURCHASE, A
PARTICIPATION IN ANY SWING LINE LOAN PURSUANT TO SUBSECTION 2.7(D);
provided further that, notwithstanding the foregoing, the Revolving Collateral
Agent may, in its discretion, release the Lien on Collateral valued in the
aggregate not in excess of $7.5 million in any fiscal year without the consent
of any Lender.
The Administrative Agent agrees promptly to notify the Borrower of the
occurrence of the Supermajority Termination Date.
(B)
ANY WAIVER AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION PURSUANT
TO THIS SUBSECTION 10.1 SHALL APPLY TO EACH OF THE LENDERS AND SHALL BE BINDING
UPON THE LOAN PARTIES, THE LENDERS, THE ISSUING BANK, THE ADMINISTRATIVE AGENT
AND ALL FUTURE HOLDERS OF THE
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REVOLVING LOANS.
IN THE CASE OF ANY WAIVER, EACH OF THE LOAN PARTIES, THE
LENDERS AND THE ADMINISTRATIVE AGENT SHALL BE RESTORED TO THEIR FORMER POSITION
AND RIGHTS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, AND ANY DEFAULT OR
EVENT OF DEFAULT WAIVED SHALL BE DEEMED TO BE CURED AND NOT CONTINUING; BUT NO
SUCH WAIVER SHALL EXTEND TO ANY SUBSEQUENT OR OTHER DEFAULT OR EVENT OF DEFAULT,
OR IMPAIR ANY RIGHT CONSEQUENT THEREON.
(C)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THIS
AGREEMENT MAY BE AMENDED (OR AMENDED AND RESTATED) WITH THE WRITTEN CONSENT OF
THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT AND THE PARENT BORROWER (X) TO
ADD ONE OR MORE ADDITIONAL CREDIT FACILITIES TO THIS AGREEMENT AND TO PERMIT THE
EXTENSIONS OF CREDIT FROM TIME TO TIME OUTSTANDING