Subject to the satisfaction (or waiver in writing by each Requisite Lender and the Administrative Agent) of the conditions set forth in Section 6 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, to the extent required under the Senior Subordination Agreement, each Agent and Lender hereby consents to the Guarantors distributing the proceeds of the Incremental Senior Term Loan to Borrower and the subsequent consummation of the Permitted Redemption by Borrower in accordance with the terms of the Credit Agreement.