THE OUTSTANDING
LOANS AND UNUSED COMMITMENTS OF EACH AFFECTED CLASS;
(X) AMENDING, MODIFYING OR OTHERWISE ALTERING THE ELIGIBILITY STANDARDS, ADVANCE
RATES OR RESERVES USED IN DETERMINING THE BORROWING BASES IN A MANNER THAT WOULD
INCREASE THE AMOUNT OF THE BORROWING BASES, WITHOUT THE WRITTEN CONSENT OF THE
AGENTS AND REQUIRED LENDERS;
(XI) AMENDING, MODIFYING OR OTHERWISE ALTERING THE DEFINITION OF "FIXED CHARGE
COVERAGE RATIO" OR THE AMOUNTS SET FORTH IN SECTION 6.18, WITHOUT THE WRITTEN
CONSENT OF THE AGENTS AND REQUIRED LENDERS;
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(XII) AMENDING, MODIFYING OR OTHERWISE ALTERING SECTION 4.03 OR WAIVING
COMPLIANCE WITH SECTION 4.03(A) (WITH RESPECT TO THE REPRESENTATION AND WARRANTY
THAT THE BORROWING BASE CERTIFICATE IS TRUE, CORRECT AND COMPLETE), (B), (C) OR
(D), WITHOUT THE WRITTEN CONSENT OF THE AGENTS AND REQUIRED LENDERS (PROVIDED
THAT THE ADMINISTRATIVE AGENT MAY MAKE PROTECTIVE ADVANCES AS SET FORTH IN
SECTION 2.15);
(XIII) AMENDING, MODIFYING OR OTHERWISE ALTERING SECTION 6.03, 6.04, 6.09,
6.12(B), OR 6.13, OR 6.19 OR THE REQUIREMENT THE COLLATERAL AGENT HAVE FULL
DOMINION OVER THE LOAN PARTIES' ACCOUNTS, WITHOUT THE WRITTEN CONSENT OF THE
AGENTS AND REQUIRED LENDERS;
(XIV) RELEASING, SUBSTITUTING, MODIFYING OR ALTERING THE LIENS OF THE SECURITY
DOCUMENTS (EXCEPT AS EXPRESSLY PROVIDED THEREIN ON THE EFFECTIVE DATE OR
REQUIRED BY THE INTERCREDITOR AGREEMENT) ON (1) ACCOUNTS OR INVENTORY OF THE
LOAN PARTIES NOT SOLD OR DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS, (2) THE
PLEDGED STOCK (AS DEFINED IN THE SECURITY AGREEMENTS) OR (3) CASH IN THE
COLLATERAL PROCEEDS ACCOUNT, IN EACH CASE, WITHOUT THE WRITTEN CONSENT OF THE
AGENTS AND THE REQUIRED LENDERS; OR
(XV) AMENDING, MODIFYING, WAIVING OR OTHERWISE ALTERING ARTICLE XII, WITHOUT THE
WRITTEN CONSENT OF THE REQUIRED DOMESTIC B LENDERS; AND
PROVIDED FURTHER THAT NO SUCH AGREEMENT SHALL AMEND, MODIFY OR OTHERWISE AFFECT
THE RIGHTS OR DUTIES OF ANY AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER
WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH AGENT, THE ISSUING BANK OR THE
SWINGLINE LENDER, AS THE CASE MAY BE.
(C)
IF, IN CONNECTION WITH ANY PROPOSED AMENDMENT, WAIVER OR CONSENT REQUIRING
THE CONSENT OF "EACH LENDER" OR "EACH LENDER AFFECTED THEREBY," THE CONSENT OF
THE REQUIRED LENDERS IS OBTAINED, BUT THE CONSENT OF OTHER NECESSARY LENDERS IS
NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NECESSARY BUT NOT OBTAINED BEING
REFERRED TO HEREIN AS A "NON-CONSENTING LENDER"), THEN SO LONG AS NO AGENT IS A
NON-CONSENTING LENDER, THE ADMINISTRATIVE AGENT MAY ELECT TO REPLACE A
NON-CONSENTING LENDER AS A LENDER PARTY TO THIS AGREEMENT, PROVIDED THAT,
CONCURRENTLY WITH SUCH REPLACEMENT, (I) ANOTHER BANK OR OTHER ENTITY WHICH IS
REASONABLY SATISFACTORY TO THE PARENT BORROWER AND THE ADMINISTRATIVE AGENT
SHALL AGREE, AS OF SUCH DATE, TO PURCHASE FOR CASH THE LOANS AND OTHER
OBLIGATIONS DUE TO THE NON-CONSENTING LENDER PURSUANT TO AN ASSIGNMENT AND
ASSUMPTION AND TO BECOME A LENDER FOR ALL PURPOSES UNDER THIS AGREEMENT AND TO
ASSUME ALL OBLIGATIONS OF THE NON-CONSENTING LENDER TO BE TERMINATED AS OF SUCH
DATE AND TO COMPLY WITH THE REQUIREMENTS OF CLAUSE (B)