Common use of Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc Clause in Contracts

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ia) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (Ai) shorten increase the final maturity interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or average life to maturity ofinterest are due on, or require any payment to be made earlier than increase the date originally scheduled onprincipal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (Bv) change the subordination provisionprovisions thereof (or the subordination terms of any guaranty thereof), if any, ; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the LendersBorrower or the Lender, or (C) otherwise be on terms and conditions thatexcept in the case of this Section 7.7(a), taken as a wholeif the incurrence of such Indebtedness, are adverse to the Lenders in any material respectupon such amended terms, is not prohibited hereunder. (iib) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise Except as permitted by the definition of “Permitted Indebtedness”)Section 7.2, or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, formation or organizational identification number or FEINnumber, except that a Loan Party may in each case without providing the Lender not less than five (A5) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ days prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period notice as the Lender may be approved by the Collateral Agent consent to in writing in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens;). (ivc) amendWithout not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement)Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivSection 7.7(d) that that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to have result in a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the LendersChange.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) except for (1) the Obligations and (2) subject to the terms of the Intercompany Subordination Agreement, any Indebtedness constituting Permitted Intercompany Investments, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any PCC Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made (other than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. (ii) except for the Obligations and the Unpaid Taxes, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of its or its Subsidiaries’ Indebtedness, including, for borrowed money the avoidance of any Loan Party doubt, the Existing Second Lien Credit Facility (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or , (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or , (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Existing Warrants, any Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)Indebtedness, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;Existing Earn-Out Obligations, or (iiiD) amendmake any payment, modify prepayment, redemption, defeasance, sinking fund payment or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification repurchase of any certificate Indebtedness as a result of designationany asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any agreement or arrangement entered into by it, notice with respect to any of the foregoing; provided, that notwithstanding anything to the contrary contained herein, (1) so long as, immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the First Lien Leverage Ratio of Holdings and its Subsidiaries does not exceed 2.50 to 1.00 (in the case of clause (y) below, calculated on a pro forma basis after giving effect to the related Equity Interests (including any shareholders’ agreementIssuance and the application of the proceeds thereof), or enter into any new agreement with respect to any (y) Holdings and its Subsidiaries are in compliance of its Equity Interestseach of the financial covenants contained in Section 7.03, except any such amendmentsand (z) no Event of Default has occurred and is continuing, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivii) that either individually shall not be deemed to restrict any payments, prepayments, repayments, repurchases or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.redemptions of:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (other than Indebtedness described in clauses (c), (d), (e) or (h) of a Loan Party the definition of Permitted Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ 10 Business Days' prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s 's Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the any Agent and the Lendersany Lender.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness with an outstanding aggregate principal amount in excess of a Loan Party $100,000 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse in any material respect to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party the Obligors or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled onthat is 120 days after the Final Maturity Date, would increase the interest rate applicable to such Indebtedness, (B) or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of any Loan Party the Obligors (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness (except as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (Biii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iiiA) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02 (c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it, it with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital 75 Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled onthat is 120 days after the Final Maturity Date, would increase the interest rate applicable to such Indebtedness, (B) or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness (except as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (Biii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iiiA) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02 (c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it, it with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party the Issuer or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled onthat is 120 days after the Final Maturity Date, would increase the interest rate applicable to such Indebtedness, (B) or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of the Issuer or any Loan Party of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness (except as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (Biii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iiiA) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a change in its state of incorporation in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it, it with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of (A) any of the Subordinated Loan Documents, or (B) any agreement, instrument or document evidencing or governing any of the other Indebtedness of a Loan Party Group or of its Subsidiaries or any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases Obligations and except as otherwise expressly provided in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan PartySection 2.05(c)(iv), make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as otherwise permitted amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may FEIN unless the Agent shall have been provided with not less than thirty (A30) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ days prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long asthereof, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or , or (v) agree permit the Acquisition Documents or the Consulting Agreement to any amendment, modification be amended or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse modified in any material respect way which could reasonably be expected to any Loan Party or any adversely affect the interests of its Subsidiaries or the Agent and Lenders without the prior written consent of the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party for borrowed money or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.respect to the interests of the Lender or the issuer of such Indebtedness; provided, that notwithstanding the foregoing, any refinancing in respect of such Indebtedness shall be permitted so long as the principal amount thereof is not increased and the terms thereof are not modified to impose more burdensome terms upon the Borrower; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kindcash), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to Indebtedness refinanced in accordance with the extent such Indebtedness is otherwise permitted by the definition proviso of “Permitted Indebtedness”Section 6.02(l)(i)), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided, that this clause (ii) shall not apply to (1) the Obligations and (2) Permitted Intercompany Investments; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected adverse in any material respect to have a Material Adverse Effectthe interests of the Lender; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would would, at the time of such amendment, modification or other change, be (A) adverse in any material respect to any Loan Party the interests of the Lender or any of its Subsidiaries or the Agent and the Lenders(B) reasonably expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party for borrowed money or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.respect to the interests of the Lender or the issuer of such Indebtedness; provided, that notwithstanding the foregoing, any refinancing in respect of such Indebtedness shall be permitted so long as the principal amount thereof is not increased and the terms thereof are not modified to impose more burdensome terms upon the Borrower; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kindcash), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to Indebtedness refinanced in accordance with the extent such Indebtedness is otherwise permitted by the definition proviso of “Permitted Indebtedness”‎Section 6.02(l)(i)), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided, that this clause (ii) shall not apply to (1) the Obligations and (2) Permitted Intercompany Investments; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected adverse in any material respect to have a Material Adverse Effectthe interests of the Lender; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would would, at the time of such amendment, modification or other change, be (A) adverse in any material respect to any Loan Party the interests of the Lender or any of its Subsidiaries or the Agent and the Lenders(B) reasonably expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect., (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing. (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to amend, modify or otherwise change any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the LendersTransaction Document.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Subordinated Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) otherwise would be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.respect or would otherwise be in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Subordinated Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or, except as otherwise contemplated by this Agreement, make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ 10 Business Days' prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s 's Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the Agents or the Lenders, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Agents or the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except except, in the case of any refund, refinance, replacement or exchange, to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c6.02(c) and (B) change its name upon at least 15 days’ 30 days prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s 's Liens;; or (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or Effect (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract it being understood that if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party that is a partnership or a limited liability company, or any Loan Party with any Subsidiary that is a partnership or a limited liability company, amends or modifies its organizational documents to cause such partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of its Subsidiaries Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or the Agent and the Lenders(D) be evidenced by a certificate, such amendment or modification shall be deemed to reasonably be expected to have a Material Adverse Effect).

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party the Issuer or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled onthat is 120 days after the Final Maturity Date, would increase the interest rate applicable to such Indebtedness, (B) or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of the Issuer or any Loan Party of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness (except as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (Biii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iiiA) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it, it with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party the Parent or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of the Parent or any Loan Party of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment redemption or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, Lender or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect., (ii) (Ai) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any. notice with respect to any of the foregoing. (iiiii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iviii) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ operating agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to amend, modify or otherwise change any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the LendersTransaction Document.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries Indebtedness of a Loan Party (other than the Run-Off Notes to the extent permitted thereby) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if unless such amendment, modification or change would be permitted by clause (Ai) shorten of the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such definition of Permitted Indebtedness, (B) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect., (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; or (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, the governing documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it) (A) of any Loan Party or Insurance Subsidiary, with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii)(A) that either individually are not materially adverse to the interests of the Agent or in the aggregateLenders, could not reasonably be expected to have a Material Adverse Effect; or or (vB) agree to any amendmentof the Borrower only, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material with respect to any Loan Party or any provisions therein relating to the selection, removal and rights and obligations of its Subsidiaries or the Agent and the LendersLender Board Representative.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Company shall not, and shall not permit any of its Subsidiaries to (i) Amendamend, modify or otherwise change the Budget or any other statement, budget, forecast, projection and operating plan and report delivered to the Lenders, unless approved by its Board of Directors and the Majority Lenders; (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) change would increase the subordination provisioninterest rate applicable to such Indebtedness, if any, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in a manner adverse to the Lendersany respect, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. (ii) (Aiii) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money its or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due)its Subsidiaries' Indebtedness, or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designationorganizational documents, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to amend, modify or otherwise change any amendment, modification or other change to or waiver material provision of any of its rights under Material Contract, or accelerate, terminate or cancel any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any other than at the direction of its Subsidiaries or the Agent and the LendersBoard of Directors.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (yc) or (d) of the termination definition of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, “Permitted Indebtedness” make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such IndebtednessIndebtedness if such modification would result in the Indebtedness becoming due and payable prior to the Obligations hereunder, (B) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. For the avoidance of doubt, increases in the outstanding principal balance of the Intercompany Loan pursuant to the terms thereof are not deemed adverse to the Lenders. (ii) (A) except for (v) the Intercompany Loan, (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) [Fundamental Changes; Dispositions] and (B) change its name upon at least 15 days’ prior written notice by name, jurisdiction of organization or organizational identification number; provided that the Administrative Borrower to must notify the Collateral Agent in writing within 10 days (or such shorter longer period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at works with the time of such written notification, such Person provides Collateral Agent to provide any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; provided, further, no Loan Party may amend or otherwise change its jurisdiction of organization to anywhere outside of the United States, any state thereof or the District of Columbia; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse adverse, taken as a whole, in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Material Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Material Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity ofmaturity, or require any amortization or other mandatory payment to be made earlier than the date originally scheduled on, such Material Indebtedness, (B) would increase the interest rate applicable to such Material Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lendersprovisions thereof, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Material Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Material Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Material Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any Material Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect theretoforegoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Subordinated Indebtedness of a Loan Party (other than the Subordinated Borrower Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) ; would increase the interest rate applicable to such Indebtedness; would change the any subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, Indebtedness; or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Subordinated Indebtedness in any material respect., (ii) (A) except for to the extent permitted by the terms of the Subordination Agreement, amend, modify or otherwise change (wor permit the amendment, modification or other change in any manner of) intercompany loansany of the provisions of the Subordinated Borrower Note (as in effect on the Restatement Effective Date); or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness, including any payments or prepayments of principal (x) including through any redemption, purchase, defeasance, acquisition or retirement thereof), premium, fees or interest in respect thereof in violation of the Obligations, (y) subordination provisions thereof or any subordination agreement with respect thereto; provided that the termination Borrower may make such payments or prepayments of Capitalized Leases principal in respect of assets no longer used in the business of any Loan Party and Subordinated Borrower Indebtedness to the extent expressly permitted by the Subordination Agreement to which the Borrower is a party, (ziii) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness indebtedness when due), or refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Subordinated Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;foregoing, (iiiiv) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c6.02(c) and (B) change its name upon at least 15 30 days’ prior written notice by the Administrative Borrower to the Collateral Administrative Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Liens of the applicable Collateral Agent’s Liens;, (ivv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivv) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or, (vvi) agree Reserved, (vii) (A) amend, modify or otherwise change any MLP Document, or enter into any new agreement with respect to the MLP, except in the ordinary course of business and on terms no less favorable to the Borrower and its Subsidiaries than would be obtainable in a comparable arm’s‑length transaction with a Person that is not an Affiliate thereof, and any amendmentother amendments, modification modifications or other change changes or any such new agreements that either individually or in the aggregate could not reasonably be expected to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to the Lenders or (B) amend, modify or otherwise change the MLP Partnership Agreement, except any Loan Party such amendments, modifications or changes that either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (viii) amend, modify or otherwise change the Platinum Consignment Agreement to increase the Indebtedness thereunder to more than $17,500,000 or in any of its Subsidiaries or manner which is adverse to the Agent and the LendersLenders in any material respect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) change the subordination provision, if any, of such Indebtedness in a manner materially adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, or, with respect to Subordinated Indebtedness (including Indebtedness constituting Permitted Intercompany Investments), as otherwise expressly permitted below, and (y) the termination of Capitalized Leases Indebtedness pursuant to clauses (c), (h), (s) (solely in respect of assets no longer used in the business of any Loan Party clauses (c) and (zh) Indebtedness of any Subsidiary that is not a Loan Partythe definition of “Permitted Indebtedness”) and (w) of the definition of “Permitted Indebtedness”, (A) make any voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated including Indebtedness constituting Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness Intercompany Investments) in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders; or (v) change its registered office, chief executive office or its domicile (within the meaning of the Civil Code of Québec) without 30 days’ prior written notice to the Collateral Agent or move any of its tangible property to a jurisdiction within Canada in which the Collateral Agent does not have perfected Liens without 30 days’ prior written notice to Agent.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made (other than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. (ii) except for the Obligations and the Unpaid Taxes, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any (other than Indebtedness under the Loan Party Documents and the New Senior Credit Agreement) (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or , (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or , (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Existing Warrants, any Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)Indebtedness, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;Existing Earn-Out Obligations, or (iiiD) amendmake any payment, modify prepayment, redemption, defeasance, sinking fund payment or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification repurchase of any certificate Indebtedness as a result of designationany asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any agreement or arrangement entered into by it, notice with respect to any of the foregoing; provided, that notwithstanding anything to the contrary contained herein, (1) so long as, immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the First Lien Leverage Ratio of Ultimate Holdings and its Subsidiaries does not exceed 2.50 to 1.00 (in the case of clause (y) below, calculated on a pro forma basis after giving effect to the related Equity Interests (including any shareholders’ agreementIssuance and the application of the proceeds thereof), or enter into any new agreement with respect to any (y) Ultimate Holdings and its Subsidiaries are in compliance of its Equity Interestseach of the financial covenants contained in Section 10.3, except any such amendmentsand (z) no Event of Default has occurred and is continuing, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivii) that either individually shall not be deemed to restrict any payments, prepayments, repayments, repurchases or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.redemptions of:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as DOCID - 27822767.5 - 101 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, other than under the ▇▇▇▇▇.▇▇▇ Earnout Payments; or (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Restricted Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity ofof such Indebtedness to, or require any payment to be made on such Indebtedness earlier than than, the earlier to occur of (i) the date originally scheduled onor (ii) 91 days after the Final Maturity Date, would shorten the average life to maturity of such Indebtedness to less than the average life to maturity of any Term Loan, would increase the interest rate applicable to such Indebtedness, (B) would add any covenant or event of default such that such Restricted Indebtedness would be materially more restrictive than the covenants or events of default included in the Loan Documents or contain events of default that are not Events of Default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse in any material respect to the Lenders or the issuer of such Indebtedness, except, in each case, as permitted under any material respect.applicable intercreditor or subordination agreement or subordination provisions thereof (including, in the case of Indebtedness solely among the Loan Parties and their Subsidiaries, the Intercompany Subordination Agreement); (ii) (A) except for (w) intercompany loans, (xA) the Obligations, (yB) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party Indebtedness permitted under clauses (b), (d), (e), (f), (g), (h), (i), (m), (n), (p), (q) and (zr) of the definition of Permitted Indebtedness, (C) Permitted Refinancing Indebtedness of any Subsidiary that is not a Loan Partyand (D) Permitted Restricted Payments, (1) make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor therefor) before the date required for the purpose of paying any portion of such Indebtedness when due), or (2) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to Permitted Refinancing Indebtedness or the extent such conversion or exchange of any Indebtedness is otherwise permitted by the definition to Equity Interests (other than Disqualified Equity Interests) of “Permitted Indebtedness”Administrative Borrower), or (B3) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (4) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale (excluding Indebtedness with respect to capital leases and Permitted Purchase Money Indebtedness with respect to such asset sold), change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivv) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver (taken as a whole) would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are materially adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 30 days’ ' prior written notice by the Administrative Borrower Borrowers to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s 's Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to to, or waiver of any of its rights under any Material Contract (if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders).

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect., (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 30 days’ ' prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s 's Liens; (iv) except for: (A) the proposed amendments to the Parent's Articles of Incorporation set forth in the Definitive Proxy Statement on Schedule 14A, as filed by the Parent with the Securities and Exchange Commission on May 2, 2011; and (B) redomestication of Reminderband, Inc. from Utah to Nevada and corresponding amendment of Reminderband, Inc.'s Articles of Incorporation renaming Reminderband, Inc. as iFrogz, amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. Except as permitted pursuant to the Orders, and, with respect to the Term Loan Credit Documents and the Term Loan Obligations except as permitted in the Intercreditor Agreement, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (i) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party (other than intercompany Indebtedness in accordance with this Agreement) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) the Obligations and the Term Loan Obligations and voluntary prepayments of intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Partyotherwise prohibited by this Agreement, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”Section 6.1), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 6.9, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or.”; (vii) agree to any amendmentSection 6 (Negative Covenants) of the Revolving DIP Credit Agreement is hereby amended by inserting after Section 6.18, modification or other change to or waiver of any of its rights under any Material Contract if such amendmentnew Sections 6.19, modification6.20, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent 6.21, 6.22 and the Lenders.6.23 as follows:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Restricted Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Restricted Indebtedness if such amendment, modification or change would (Ax) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the earliest to occur of (i) the date originally scheduled onscheduled, or (ii) the Final Maturity Date on such Restricted Indebtedness, (By) would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersRestricted Indebtedness, or (Cz) would otherwise be on terms and conditions that, taken as a whole, are adverse in any material respect to the Lenders or the issuer of such Indebtedness, as determined by the Borrowers in good faith and with the consultation of the Administrative Agent, except, in each case, as permitted under any material respect.applicable intercreditor or subordination agreement or subordination provisions thereof (including, in the case of Indebtedness solely among the Loan Parties and their Subsidiaries, the Intercompany Subordination Agreement); (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value on the principal amount of any of its or its Subsidiaries’ Restricted Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (2) refund, refinance, replace or exchange any other Restricted Indebtedness for any such Indebtedness (except other than with respect to Permitted Refinancing Indebtedness or the extent such conversion or exchange of any Indebtedness is otherwise permitted by to Equity Interests (other than Disqualified Equity Interests) of the definition of “Permitted Indebtedness”Company), or (B3) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Restricted Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (4) make any payment, prepayment, redemption, defeasance, sinking fund payment on the principal amount of, or repurchase, any Restricted Indebtedness as a result of any asset sale (excluding Indebtedness with respect to capital leases and Permitted Purchase Money Indebtedness with respect to such asset sold), change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to any amendment, modification modification, replacement or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, replacement, change or waiver (taken as a whole) would be adverse in any material respect respect, as determined by the Borrowers in good faith, to any Loan Party or any of its Subsidiaries or the Agent enforcement of the Agents and the LendersLenders in their capacities as such.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ia) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' other Permitted Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. (ii) (A) except for (w) intercompany loans, (xb) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement foregoing, (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)c) except as permitted by Section 7.02, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, FEIN except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 60 days’ ' prior written notice by the Administrative Borrower to the Collateral Agent Agent, (or such shorter period as may be approved by d) except on the Collateral Agent in its sole discretion) of such change and so long asEffective Date pursuant to the Transactions, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivd) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or , (ve) agree to file any amendment, modification tax report or other change to or waiver return of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse Loan Party in any material respect name other than its complete and correct legal name or (f) enter into any agreement which results in a Contingent Obligation or a Material Adverse Effect to any Loan Party or any of its Subsidiaries or the Agent and the LendersParty.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party (including the Public Subordinated Debt and the Production Payment 2001 Obligations) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. ; provided that the Borrower may, in one transaction or a series of transactions, prepay, repurchase or redeem up to $5,000,000 of the face amount of the Public Subordinated Debt so long as all such transactions are consummated within a period of 6 consecutive months and, after giving effect to any such transaction, the Borrower has Availability plus Qualified Cash of at least $15,000,000 which must include Revolver A Availability of at least $10,000,000 and after all outstanding Obligations in respect of the Term Loan and the Revolving B Loans are paid in full and the Total Revolving B Credit Commitment is terminated, has Revolver A Availability of at least $10,000,000, (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases Obligations and obligations payable to or in respect of assets no longer used in the business favor of any Loan Party and (z) Indebtedness of any Subsidiary that is not a other Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of) of any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, or would increase the interest rate applicable to such Indebtedness unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such amendment, modification or change, is at least $100 million, or (y) the total amount of such Indebtedness so amended, modified or changed since the Effective Date (together with the amounts permitted under clause (ii) hereof), does not exceed $500,000 in any Fiscal Year of the Borrower; (B) would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. ; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party Obligations and (z) Indebtedness of any Subsidiary that is not a Loan Partyexcept as otherwise explicitly permitted herein, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof foregoing unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such event is at least $100 million, or (y) the Acon Notes Subordination Agreement total amount of such Indebtedness so paid since the Effective Date (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance together with the terms amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; Borrower; (iii) except as permitted by Section 6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; ; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) amend, modify, waive or otherwise change (or permit the amendment, modification, waiver or other change in any manner) of any provisions in the Revolving Credit Facility Documents relating to (A) Availability, Excess Availability, Excess Availability Reserve, Gross Availability or the Borrowing Base (as each is defined in the Revolving Credit Facility) which amendment has or could have the effect of increasing Availability, Excess Availability, Gross Availability or the Borrowing Base or decreasing the Availability Reserve, (B) the Credit Card Advance Rate, the Inventory Advance Rate, the Appraised Inventory Percentage or the Appraised Inventory Liquidation Value (as each is defined in the Revolving Credit Facility), in each case, to an amount in excess of the rates set forth in the Revolving Credit Facility as in effect on the date hereof, (C) the definition of Cash Control Event and the related provisions contained in Article VII of the Revolving Credit Agreement, (D) the provisions of the Revolving Credit Agreement relating to the Term Loan Debt, and (E) any covenants or Events of Default contained in the Revolving Credit Agreement, if such amendments imposes any additional or more restrictive representations, covenants (financial or otherwise) or events of default than is contained in the Revolving Credit Agreements in effect on the date hereof, and, if, notwithstanding the foregoing, such amendment is made, the Borrower shall promptly notify, and furnish a copy thereof to the Agent; (vi) agree to any amendment, modification material amendment or other material change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any without the consent of its Subsidiaries or the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect. (m) Section 6.02(n) of the Loan Agreement is hereby amended and the Lenders.restated in its entirety as follows:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a the Loan Party Parties or any of their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, redemption defeasance, sinking including fund payment or other acquisition for value of any Indebtedness for borrowed money of the Loan Parties or any Loan Party of their Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, redemption defeasance, sinking including fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction their certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by itthem, with respect to any of its Equity Interests their Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Intereststheir Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) AmendThe Borrower will not, and will not permit any Subsidiary of the Borrower to, amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) the Revolving Loan Agreement or any of the other Revolving Loan Lender Agreements or any the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. ; (ii) (A) except for (w) intercompany loans, (x) the Term Loan Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party the Parent or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of the Parent or any Loan Party of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness (except as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (Biii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iiiA) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or (B) amend, modify or otherwise change any agreement or arrangement entered into by it, it with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not (in the Lender's reasonable judgment) reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Restricted Subsidiaries’' Indebtedness outstanding as of a Loan Party the Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity of such Indebtedness, or shorten the average life to maturity ofof such Indebtedness, or to a date earlier than 91 days after the Latest Maturity Date then in effect, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on, on such Indebtedness, unless such payment is to be made after the date that is 91 days after the Latest Maturity Date then in effect, (BC) increase the interest rate applicable to such Indebtedness or (D) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.Indebtedness; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any mandatory, voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Restricted Subsidiaries' Junior Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Junior Indebtedness when due), except in an aggregate amount not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (1) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to clause (q) of the definition of "Permitted Investment" during such Fiscal Quarter and (2) the aggregate amount of Restricted Payments that have been made pursuant to clause (g) of the definition of "Permitted Restricted Payments" during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that at the time any such payment is made pursuant to this clause, no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that (x) no payment may be made pursuant to this clause (A)(x) or (A)(y) other than with respect to the Notes until such date as the Notes have been prepaid or redeemed in full and (y) the aggregate principal amount of the Notes that may be redeemed during any Fiscal Quarter shall not exceed $10,000,000, or (B) refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement than with respect theretoto Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Restricted Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change is prohibited by the terms of any applicable Subordination Agreement, would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement Subordination Agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided, that this clause (ii) shall not apply to (1) Permitted Intercompany Investments, (2) Permitted Purchase Money Indebtedness and (3) Permitted Indebtedness under clause (k) of the definition of Permitted Indebtedness; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (it and including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually in a manner adverse in any material respect to the Agents or in the aggregate, could not reasonably be expected to have a Material Adverse EffectLenders; or (viv) (A) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the LendersLenders or (B) enter into any license agreement with respect to Intellectual Property unless such agreement contains a provision permitting the rights thereunder to be freely assigned, without any further consent, to the Collateral Agent.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of) of any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness or would increase the interest rate applicable to such Indebtedness, unless (x) Excess Availability, both immediately prior to, immediately after giving effect thereto and projected Excess Availability on a pro forma projected basis for the 12 months immediately following, such amendment, modification or change is at least $100 million, or (y) the total amount of such Indebtedness so amended, modified or changed since the Effective Date (together with the amounts permitted under clause (ii) hereof), does not exceed $500,000 in any Fiscal Year of the Borrowers, (B) would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. ; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party Obligations and (z) Indebtedness of any Subsidiary that is not a Loan Partyexcept as otherwise explicitly permitted herein, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof foregoing, unless (x) Excess Availability, both immediately prior to, immediately after giving effect thereto and projected Excess Availability on a pro forma projected basis for the 12 months immediately following, such payment is at least $100 million, or (y) the Acon Notes Subordination Agreement total amount of such Indebtedness so paid since the Effective Date (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance together with the terms amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; Borrowers; (iii) except as permitted by Section 6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; ; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) amend, modify, waive or otherwise change (or permit the amendment, modification, waiver or other change in any manner) of any provisions in the Revolving Credit Facility Documents relating to (A) Availability, Excess Availability, Excess Availability Reserve, Gross Availability or the Borrowing Base (as each is defined in the Revolving Credit Facility) which amendment has or could have the effect of increasing Availability, Excess Availability, Gross Availability or the Borrowing Base or decreasing the Availability Reserve, (B) the Credit Card Advance Rate, the Inventory Advance Rate, the Appraised Inventory Percentage or the Appraised Inventory Liquidation Value (as each is defined in the Revolving Credit Facility), in each case, to an amount in excess of the rates set forth in the Revolving Credit Facility as in effect on the date hereof, (C) the definition of Cash Control Event and the related provisions contained in Article VII of the Revolving Credit Agreement, (D) the provisions of the Revolving Credit Agreement relating to the Term Loan Debt, and (E) any covenants or Events of Default contained in the Revolving Credit Agreement, if such amendments imposes any additional or more restrictive representations, covenants (financial or otherwise) or events of default than is contained in the Revolving Credit Agreements in effect on the date hereof, and, if, notwithstanding the foregoing, such amendment is made, the Administrative Borrower shall promptly notify, and furnish a copy thereof to the Agent; (vi) agree to any amendment, modification material amendment or other material change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any without the consent of its Subsidiaries or the Agent and the Lenders(which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) (A) the Term Loan Documents in a manner not permitted by the terms of the Term Loan Intercreditor Agreement or (B) any of the provisions of any of its or its Subsidiaries’ other Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such other Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, Obligations and (y) the termination of Capitalized Leases in respect of assets no longer used in Term Loan Debt to the business of any extent not prohibited under the Term Loan Party and Intercreditor Agreement, (zA) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness Earn-Out in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that (A) are made to permit the issuance of Qualified Equity Interests by Ultimate Parent or (B) either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effectbe materially adverse to the interests of the Agents and the Lenders; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be reasonably expected to be materially adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) i. Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made (other than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. (ii) . except for the Obligations and the Unpaid Taxes, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any (other than Indebtedness under the Loan Party Documents) (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or , (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or , (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Existing Warrants, any Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)Indebtedness, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;Existing Earn-Out Obligations, or (iiiD) amendmake any payment, modify prepayment, redemption, defeasance, sinking fund payment or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification repurchase of any certificate Indebtedness as a result of designationany asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any agreement or arrangement entered into by it, notice with respect to any of the foregoing; provided, that notwithstanding anything to the contrary contained herein, (1) so long as, immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the First Lien Leverage Ratio of Ultimate Holdings and its Subsidiaries does not exceed 2.50 to 1.00 (in the case of clause (y) below, calculated on a pro forma basis after giving effect to the related Equity Interests (including any shareholders’ agreementIssuance and the application of the proceeds thereof), or enter into any new agreement with respect to any (y) Ultimate Holdings and its Subsidiaries are in compliance of its Equity Interestseach of the financial covenants contained in Section 10.3, except any such amendmentsand (z) no Event of Default has occurred and is continuing, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivii) that either individually shall not be deemed to restrict any payments, prepayments, repayments, repurchases or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.redemptions of:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ia) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to Agent or the Lenders or the issuer of such Indebtedness in a manner adverse any respect, provided that, in the case of the Senior Secured Notes Indenture and the Senior Secured Notes, any amendment, modification or other change may be made to any of such documents, if after giving effect to such amendment, modification or change (A) such Indebtedness shall require no amortization, sinking fund payment or any other scheduled maturity of the principal amount thereof on any date which is earlier than the date occurring six months after the then latest Commitment Termination Date, (B) the interest rate applicable to the LendersSenior Secured Notes shall not be higher than such interest rate as in effect on the Closing Date, or (C) otherwise the definition of the terms “Credit Facility Document,” “Credit Facility Liens,” “Credit Facility Priority Collateral,” “Discharge of Credit Facility Obligations,” and “Discharge of Senior Secured Note Obligations,” appearing in the Senior Secured Notes Indenture and Section 4.10(3) of the Senior Secured Notes Indenture shall not be on changed, in each case, from those appearing in the Senior Secured Notes Indenture as in effect as of the Closing Date and (D) the terms governing any such Indebtedness shall not contain any provision (including, without limitation, covenants, mandatory redemptions or offers to purchase or prepay, defaults and conditions thatremedies) which, taken as a whole, are in the reasonable judgment of Agent is materially more adverse to Agent or the Lenders than the provisions in any material respect.the Senior Secured Notes Documents as of the Closing Date; (ii) (Ab) except for the Obligations and Indebtedness permitted under clause (wi) intercompany loans, (x) of the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Partydefinition Permitted Indebtedness, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of, or otherwise voluntarily satisfy prior to the scheduled maturity thereof in any manner, any of any its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent any such Indebtedness optional payment, prepayment, redemption, defeasance, sinking fund payment, acquisition, refund, refinancing, replacement or exchange is pursuant to Section 3.07 of the Senior Secured Notes Indenture or is otherwise expressly permitted by the definition of “Permitted Indebtedness”, the Intercreditor Agreement or referred to in Section 1.3(b) (whether or not requiring a prepayment of the Loans pursuant to either such section)), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect theretoforegoing; (iiic) except as permitted by Section 6.3, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (ivd) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsStock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause paragraph (ivd) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (it being acknowledged that a change in the number of outstanding shares of any class of Parent’s Stock solely as a result of a stock split or reverse stock split effected by Parent shall not have a Material Adverse Effect); provided, however, that, in no event shall Parent permit any Subsidiaries’ certificate of incorporation, bylaws or other similar organizational document to contain any provision of the type, or having the purpose of, clause Ninth of Parent’s certificate of incorporation as in effect on the Closing Date; (e) make any payments or transfer, or agree to setoff or recoupment, with respect to any Pre-Petition claim, Pre-Petition Lien or Pre-Petition Indebtedness, except (a) to the extent authorized by any First Day Order or the Financing Orders, (b) as otherwise permitted by law or order of the Bankruptcy Court or the Canadian Court, as applicable, or (c) as expressly permitted by the terms of the Loan Documents and any approved 13-Week Budget; or (vf) agree to amend or modify, or permit the amendment or modification of, the Financing Orders or the First Day Orders, in each case, except for amendments or modifications which are not in any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be way adverse in any material respect to any Loan Party or any the interests of its Subsidiaries Agent or the Agent and the LendersLenders in such capacities.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party for borrowed money or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness for borrowed money if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled Final Maturity Date on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the LendersAgents, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) the Obligations and intercompany loans, (x) Indebtedness to the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Partyextent permitted under Section 7.02(e)(ii), make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for borrowed money for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation for borrowed money as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or foregoing prior to the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments payment in accordance with the terms full of the Acon Notes Subordination Agreement)all Obligations, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could are not reasonably be expected likely to have a Material Adverse Effect; or , or (v) agree cause or permit (1) any Indebtedness other than the Indebtedness under this Agreement to any amendment, modification be designated as "Permitted Debt" under clause (i) of the second paragraph of Section 4.09 of the Indenture or other change (2) more than an amount equal to or waiver (A) $202,250,000 plus all outstanding Capital Lease Obligations (as defined in the Indenture) incurred under such clause (i) to exceed the greater of any (x) $230,000,000 and (y) an amount equal to the amount of its rights Indebtedness permitted to be incurred under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any subclause (i)(2) of its Subsidiaries or the Agent and second paragraph of Section 4.09 of the LendersIndenture.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the LendersAgents, Lenders or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect.; (ii) except for the Obligations under this Agreement and the ABL Debt in accordance with the ABL Facility Documents, (A) except for (w) intercompany loansmake, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of or permit any Subsidiary that is not a Loan Partyto make, make any voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) (A) amend, modify or otherwise change its namechange, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower permit any Subsidiary to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change change, (x) any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including the Tax Receivable Agreement and any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) which are not adverse to the Agents or the Lenders in any material respect; provided that either individually no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or other comparable event under any jurisdiction’s law) or (y) any ABL Facility Document, other than to the extent permitted by the Intercreditor Agreement, or (B) amend, modify or otherwise change the tax designation (i.e. corporation, partnership, etc.) of Parent or its Subsidiaries (or any direct or indirect parent of Parent) in a manner that would cause a material adverse tax consequence to the aggregate, could not reasonably be expected to have a Material Adverse EffectParent or any of its Subsidiaries; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights or obligations under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Subordinated Indebtedness of a Loan Party (other than the Subordinated Borrower Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the any subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Subordinated Indebtedness in any material respect., (ii) (A) except for to the extent permitted by the terms of the Subordination Agreement, amend, modify or otherwise change (wor permit the amendment, modification or other change in any manner of) intercompany loansany of the provisions of the Subordinated Borrower Note (as in effect on the Effective Date); or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness, including any payments or prepayments of principal (x) including through any redemption, purchase, defeasance, acquisition, or retirement thereof), premium, fees or interest in respect thereof in violation of the Obligations, (y) subordination provisions thereof or any subordination agreement with respect thereto; provided that the termination Borrower may make such payments or prepayments of Capitalized Leases principal in respect of assets no longer used in the business of any Loan Party and Subordinated Borrower Indebtedness to the extent expressly permitted by the Subordination Agreement to which the Borrower is a party. (ziii) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Subordinated Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;foregoing, (iiiiv) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c6.02(c) and (B) change its name upon at least 15 30 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) Lenders of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Liens of the Collateral Agent’s Liens;, (ivv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; , or (vvi) agree to any amendmentamend, modification modify or other otherwise change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any provision of its Subsidiaries the Acquisition Agreement or the Agent and the LendersSeller Note.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect., provided, that, notwithstanding the foregoing, the Loan Parties may amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of the Indebtedness permitted under clause (m) of the definition of Permitted Indebtedness to the extent that after giving effect to such amendment, modification or change, such Indebtedness continues to be permitted under clause (m) of the definition of Permitted Indebtedness; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except except, in the case of any refund, refinance, replacement or exchange, to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided that notwithstanding the foregoing, so long as no Default or Event of Default exists immediately before or immediately after giving effect to such payment, the Parent may make purchases, repurchases or redemptions of Senior Subordinated Notes (1) on the open market or pursuant to the equity clawback provisions of Section 3.07(b) of the Senior Subordinated Note Indenture, but only with the Net Cash Proceeds of an Excluded Equity Issuance or (2) otherwise, in an aggregate amount not to exceed $2,500,000 in any period of four consecutive fiscal quarters and $5,000,000 on and after the Effective Date, but only with that portion of Excess Cash Flow for any period that is not required to be applied as a mandatory prepayment hereunder in accordance with Section 2.05(c)(ii) and only after any mandatory prepayments relating to Excess Cash Flow required to be made pursuant to Section 2.05(c)(ii) have been made, in each of cases (1) and (2) so long as after giving effect to any such purchases, repurchases or redemptions, (x) the Parent shall be in compliance on a pro forma basis with the financial covenants in this Agreement and (y) the Parent shall have Excess Availability of not less than $20,000,000, (iii) designate any Indebtedness of such Loan Party, other than Indebtedness arising under the Loan Documents, as "Designated Senior Debt" (or any like term) under the Senior Subordinated Note Indenture or any other indenture or other documentation for any Subordinated Indebtedness; (iiiiv) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ 30 days prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s 's Liens;; or (ivv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect., except that this clause (i) shall not be deemed to restrict any amendments, supplements, waivers, forbearances or other modifications in respect of the Term Facility Documents or the Term Facility Indebtedness to the extent permitted under the Intercreditor Agreement; (ii) except for (1) the Obligations and (2) subject to the terms of the Intercompany Subordination Agreement, any Indebtedness constituting Permitted Intercompany Investments, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided, that, notwithstanding any of the foregoing in this clause (C), subject to the terms of the ▇▇▇▇▇▇▇▇▇▇ Subordinated Note, the Parent may pay accrued interest and principal on the ▇▇▇▇▇▇▇▇▇▇ Subordinated Note to the extent such payment 119 is financed through an Equity Issuance, provided further, that notwithstanding any of the foregoing in this clause (C), subject to the terms of the Subordinated Notes, the Parent may make regularly scheduled cash interest payments with respect to the Subordinated Notes so long as the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03 after giving effect to such payments, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided, that notwithstanding anything to the contrary contained herein, this clause (ii) shall not be deemed to restrict any voluntary prepayments or mandatory prepayments required under the Term Loan Agreement (as in effect on the date hereof or as amended in a manner not prohibited by the Intercreditor Agreement); (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled onthat is 120 days after the Maturity Date, would increase the interest rate applicable to such IndebtednessIndebtedness (including by paying cash interest in respect of Indebtedness that is to be paid in kind), (B) or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be materially adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Senior Lien Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in Obligations and the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan PartyNon-Cash Pay Obligations, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or, except as contemplated by this Indenture, the Senior Lien Indenture and the Non-Cash Pay Second Lien Indenture, make any prepayment, redemption or repurchase of any outstanding Indebtedness (except as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (Biii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iiiA) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly Owned Subsidiaries in accordance with Section 4.2(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it, it with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not (in the Trustee’s reasonable judgment) reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by 0, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Subordinated Indebtedness of or any other Indebtedness that is secured by a Loan Party lien that is subordinated to the liens securing the Obligations or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if (in the case of this clause (y) only) such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are materially adverse to the Lenders or the issuer of such Indebtedness in any material respect.respect unless such amendment, modification or change is permitted under the applicable subordination or intercreditor agreement updated thereto; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness that is secured by a lien that is subordinated to the liens securing the Obligations in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided that, the Loan Parties may (1) make regularly scheduled interest payments and payments of fees, expenses and indemnification obligations as and when due in respect of any such Indebtedness (other than payments prohibited by the subordination provisions thereof or any subordination or intercreditor agreement with respect thereto), (2) refinance or exchange such Indebtedness with Permitted Refinancing Indebtedness, (3) payment with respect to Permitted Intercompany Investments constituting Indebtedness made by a Subsidiary that is not Loan Party to a Loan Party so long as not in violation of the subordination provisions applicable thereto, (4) payment with respect to Permitted Intercompany Investments constituting Indebtedness made by a Loan Party to a Loan Party or a Subsidiary that is not Loan Party, and (5) make such payment with, or convert such Indebtedness to, Equity Interests (other than Disqualified Equity Interests) or otherwise set off obligations owing to a Loan Party or any Subsidiary by the holder of such Subordinated Indebtedness against such Subordinated Indebtedness; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that (A) either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect and (B) could not reasonably be expected to be materially adverse to the Agents or the Lenders; (iv) amend, modify or otherwise change or waive any of its rights under any Acquisition Document if such amendment, modification, change or waiver could reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendmentamend, modification modify or other otherwise change to its name, jurisdiction of incorporation or waiver of any of its rights under any Material Contract if such amendmentorganization, modificationorganizational identification number or FEIN, change or waiver would be adverse in any material respect to any except that a Loan Party may (A) change its name, jurisdiction of incorporation or organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 10 days' prior written notice by the Borrower to the Collateral Agent of such change and so long as, at the time of such written notification, such Person provides any of its Subsidiaries financing statements or fixture filings necessary to perfect and continue perfected the Agent and the LendersCollateral Agent's Liens.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the LendersAgent or the Lenders or the issuer of such Indebtedness in any respect, or (C) otherwise be on terms and conditions provided that, taken in the case of the Euro Indenture, the Euro Notes, the New US Securities, no amendment, modification or other change shall be made to any of such documents, except as a wholeotherwise permitted under the definition of Permitted Indebtedness, are adverse to the Lenders in any material respect. (ii) (A) except for the Obligations and Indebtedness permitted under clause (wj) intercompany loans, (x) of the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Partydefinition Permitted Indebtedness, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent any such Indebtedness optional payment, prepayment, redemption, defeasance, sinking fund payment, acquisition, refund, refinancing, replacement or exchange is otherwise expressly permitted by the definition of “Permitted Indebtedness”, the Subordination and Intercreditor Agreement or referred to in Section 2.05(c)(vii) or Section 2.05(c)(ix) (whether or not requiring a prepayment of the Loans pursuant to either such section) or contemplated by the Mizuho/Glencore Transactions or in the proviso to the definition of Euro Note Restructuring Transaction), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that (A) are in connection with the Mizuho/Glencore Transactions or the Euro Note Restructuring Transaction or (B) either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ia) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party (other than the ABL Indebtedness and other than, solely to the extent required by applicable law, any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.respect or (B) any ABL Indebtedness or any ABL Document, if such amendment, modification or change would not be permitted by the terms and conditions of the Intercreditor Agreement; (iib) except for the Obligations and the ABL Indebtedness (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the extent required by applicable law), (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Subordinated Indebtedness in violation of (including the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Mondee Group Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness Notes) in violation of the subordination provisions thereof or any subordination ​ agreement (including the Mondee Group Subordination Agreement) with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (ivc) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall (A) provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law) or (B) with respect to the Parent Operating Agreement or any other Governing Document of the Parent, provide any additional voting rights thereunder to any class of units issued thereunder other than the Parent Class A Units and the Parent Class B Units; or (vd) agree to any amendment, modification or other change to or waiver of any of its rights under any Falcon Acquisition Document, any Kilimanjaro Acquisition Document, any Rocketrip Acquisition Document or any other Material Contract (including, without limitation, any other acquisition document executed or delivered in connection with a Permitted Acquisition) if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a the Loan Party Parties or any of their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (xA) the Obligations, (yB) the termination of Capitalized Leases in respect of assets no longer used Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of any Loan Party the Borrowers in an aggregate amount not to exceed $75,000, and (zC) Subordinated Indebtedness of any Subsidiary that evidenced by Acquisition Notes which is prepaid in an aggregate amount not a Loan Partyto exceed $15,000 per month, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of the Loan Parties or any Loan Party of their Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment redemption or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction their certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by itthem, with respect to any of its Equity Interests their Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, their Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could are not reasonably be expected likely to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness outstanding as of a Loan Party the Amendment Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity of such Indebtedness, or shorten the average life to maturity ofof such Indebtedness, or to a date earlier than 91 days after the Latest Maturity Date then in effect, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on, on such Indebtedness, unless such payment is to be made after the date that is 91 days after the Latest Maturity Date then in effect, (BC) increase the interest rate applicable to such Indebtedness or (D) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.Indebtedness; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any mandatory, voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Restricted Subsidiaries’ Junior Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Junior Indebtedness when due), except (I) the repurchase of Notes pursuant to and in accordance with any Convertible Notes Exchange conducted on or prior to the Delayed Draw Term Loan Commitment Termination Date, the cash portion of which is funded with the proceeds of Delayed Draw Term Loans and (II) in an aggregate amount not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (1) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to clause (q) of the definition of “Permitted Investment” during such Fiscal Quarter and (2) the aggregate amount of Restricted Payments that have been made pursuant to clause (g) of the definition of “Permitted Restricted Payments” during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that at the time any such payment is made pursuant to clause (I) or (II) of this clause (A), no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that, solely with respect to any Restricted Payment described in clause (II) of this clause (A), (x) no payment may be made pursuant to this clause (A)(x) or (A)(y) other than with respect to the Notes or the New Convertible Notes until such date as the Notes or the New Convertible Notes, as applicable, have been prepaid or redeemed in full and (y) the aggregate principal amount of the Notes and New Convertible Notes that may be redeemed during any Fiscal Quarter shall not exceed $10,000,000, or (B) refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement than with respect theretoto Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Restricted Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) i. Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made (other than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. (ii) . except for the Obligations and the Unpaid Taxes, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of its or its Subsidiaries’ Indebtedness, including, for borrowed money the avoidance of any Loan Party doubt, the Existing Second Lien Credit Facility (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or , (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or , (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Existing Warrants, any Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)Indebtedness, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;Existing Earn-Out Obligations, or (iiiD) amendmake any payment, modify prepayment, redemption, defeasance, sinking fund payment or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification repurchase of any certificate Indebtedness as a result of designationany asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any agreement or arrangement entered into by it, notice with respect to any of the foregoing; provided, that notwithstanding anything to the contrary contained herein, (1) so long as, immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the First Lien Leverage Ratio of Holdings and its Subsidiaries does not exceed 2.50 to 1.00 (in the case of clause (y) below, calculated on a pro forma basis after giving effect to the related Equity Interests (including any shareholders’ agreementIssuance and the application of the proceeds thereof), or enter into any new agreement with respect to any (y) Holdings and its Subsidiaries are in compliance of its Equity Interestseach of the financial covenants contained in Section 7.03, except any such amendmentsand (z) no Event of Default has occurred and is continuing, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivii) that either individually shall not be deemed to restrict any payments, prepayments, repayments, repurchases or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.redemptions of:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) in respect of any Sanders Note or any other Subordinated Indebtedness, would violate the Sanders Subordination Agreement or other Subordination Agreement applicable thereto or (B) in respect of any other Indebtedness would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) except for the Obligations: (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or ; (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to Permitted Refinancing Indebtedness); (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase, including payments of interest, of any Subordinated Indebtedness (including any Sanders Note) in violation of the subordination provisions thereof or any Subordination Agreement (including any Sanders Subordination Agreement applicable thereto) with respect thereto other than (1) any payments of interest in respect of any Sanders Notes so long as, as of the date of any such interest payment and after giving effect thereto, the Sanders Notes Interest Payment Conditions are satisfied and (2) prepayments of principal in respect of any Sanders Notes, so long as, as of the date of any such prepayment after giving effect thereto, the Sanders Notes Principal Payment Conditions are satisfied, and in each case with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”foregoing clauses (1) and (2), or such prepayment would not otherwise be prohibited by any applicable Sanders Subordination Agreement with respect to such Sanders Note; or (BD) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect theretoforegoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ shareholders agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness outstanding as of a Loan Party the Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity of such Indebtedness, or shorten the average life to maturity ofof such Indebtedness, or to a date earlier than 91 days after the Latest Maturity Date then in effect, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on, on such Indebtedness, unless such payment is to be made after the date that is 91 days after the Latest Maturity Date then in effect, (BC) increase the interest rate applicable to such Indebtedness or (D) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.Indebtedness; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any mandatory, voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Restricted Subsidiaries' Junior Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Junior Indebtedness when due), except in an aggregate amount not in excess of the sum of (x) $100,000,000 (less the sum of (1) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to subclause (i) of clause (q) of the definition of "Permitted Investment" and (2) the aggregate amount of Restricted Payments that have been made pursuant to subclause (i) of clause (g) of the definition of "Permitted Restricted Payments", in each case on or prior to the applicable date of determination); provided that at the time any such payment is made pursuant to this clause (x), no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (y) the Cumulative Credit Amount; provided that at the time any such payment is made pursuant to this clause (y), (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower shall be in compliance, on a pro forma basis as at the end of the most recently ended Fiscal Quarter for which internally prepared financial statements are available, with the covenant set forth in Section 7.03 after giving effect to such payment and (3) the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.00 to 1.00 after giving effect to such payment; provided further that no payment may be made pursuant to this clause (A)(x) or (A)(y) other than with respect to the Notes until such date as the Notes have been prepaid or redeemed in full, or (B) refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement than with respect theretoto Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Restricted Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any Acquisition Document, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders (in their capacities as such) or the obligor in respect of such Indebtedness in any material respect., in each case, unless either the principal amount of such Indebtedness is less than $50,000 or both (A) the Origination Agent and (B) the Required Lenders shall otherwise approve such amendment, modification or change (it being understood and agreed that provisions of Subordinated Indebtedness and any applicable Subordination Agreement may include provisions restricting any amendment, modification or change to such Indebtedness and that such provisions shall govern and control); (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Subordinated Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Subordinated Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 30 days’ ' (or such lesser period as is acceptable to the Origination Agent) prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by and the Collateral Origination Agent in its sole discretion) of such change and so long as, (I) the Origination Agent consents in writing to such and change and (II) at the time of such written notification, such Person provides any financing statements or statements, fixture filings or other filings, agreements or documentation necessary to perfect and continue perfected the Collateral Agent’s 's Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ ' agreement)) , or enter into any new agreement with respect to any of its Equity Interests, except (A) with the prior written consent of the Origination Agent and (B) to the extent that any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that could not, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; oradversely affect the interest of any Lender (solely in their capacities as such) in any material respect; (v) agree to any amendment, modification or other change to any Seller Note, Subordinated Note (Peekay) or the Subordinated Note (Christals) unless consented to by the Origination Agent or the Required Lenders, or agree to any material amendment, modification or other change to or waiver of any of its rights under any Material Contract Acquisition Document that could reasonably be expected to be adverse to the interests of the Lenders or any of the Loan Parties, unless consented to by the Required Lenders; or (vi) agree to any amendment, modification or other change to the Management Agreement if such amendment, modificationmodification or other change (A) could result in an increase to the management, change consulting, monitoring, or waiver would advisory fees or transaction fees, costs or expenses, indemnification or other amounts payable by any Loan Party, or (B) could reasonably be expected to be adverse in any material respect to any Loan Party or any of its Subsidiaries or the interest of any Agent and or any of the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness Indebtedness, in a manner adverse each case, to the Lendersextent such amendments, modifications or (C) otherwise changes would be on terms and conditions thatmaterially adverse, taken as a whole, are adverse to the Lenders in any material respect.or the issuer of such Indebtedness, except Permitted Refinancing Indebtedness that Refinances such Indebtedness; (ii) except for the Obligations, the Permitted Intercompany Investments (other than payment, prepayment, redemption or defeasance on loans and advances permitted under clause (c) of the definition of “Permitted Intercompany Investments”, which shall be permitted to the extent permitted by the Intercompany Subordination Agreement), the DB/▇▇▇▇▇▇▇ Deferred Payment Amount and other than to the extent any such payment, prepayment, redemption or defeasance is made solely with the proceeds of Excluded Consideration, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or , (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or , (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto;, (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (E) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness constituting earn-outs or similar obligations, other than in an amount not to exceed the sum of (i)$5,000,000 in the aggregate plus (ii) additional amounts funded solely with Excluded Consideration, so long as immediately after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase under this clause (E), (1) no Event of Default shall exist and be continuing and (2) the Borrower is in pro forma compliance with the covenants set forth in Section 7.03, (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually would not be materially adverse, taken as a whole, to any Loan Party or in any of its Subsidiaries or the aggregateAgents and the Lenders; provided that no such amendment, could not reasonably be expected modification or change or new agreement or arrangement shall provide for any plan of division pursuant to have a Material Adverse EffectSection 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract De-SPAC Document if such amendment, modification, change or waiver would be adverse in any material respect materially adverse, taken as a whole, to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' (A) Material Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Material Indebtedness (but expressly excluding the Obligations and any Indebtedness described in clauses (c) and (l) of the definition of Permitted Indebtedness) if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any cash payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate or fees applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to (1) the Lenders, Lenders (in their capacities as such) or (C2) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect.respect (it being understood that the foregoing shall not restrict the ability of the Parent or any of its Subsidiaries to enter into any amendment, modification or change that results or permits the purchase, redemption, conversion or exchange of such Indebtedness for Qualified Equity Interests of the Parent) and (B) in the case of any Subordinated Indebtedness, to the extent not permitted under the subordination terms applicable to such Subordinated Indebtedness; (ii) (A) except for (w) intercompany loans, (xI) the Obligations, (yII) Permitted Intercompany Investments (to the extent permitted by the Intercompany Subordination Agreement), and (III) termination of Capitalized Leases any Indebtedness described in clauses (c) and (l) of the definition of Permitted Indebtedness (to the extent and in respect of assets no longer used or useful in the business of any Loan Party and Party), (zA) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (other than Parent Indebtedness) (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to Permitted Refinancing Indebtedness), (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (BD) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Parent Indebtedness during any Standstill Period (as defined in the Parent Note Intercreditor Agreement) or otherwise in violation of the subordination provisions thereof Parent Note Intercreditor Agreement; provided, that notwithstanding any of the foregoing, the Parent and its Subsidiaries may (x) make any payment, prepayment, redemption, defeasance, sinking fund payment or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated other acquisition for value of any of its or its Subsidiaries' Indebtedness Permitted Payments in accordance solely with the terms proceeds of an Equity Issuance or Permitted Refinancing Indebtedness of such Indebtedness so long as (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) the Borrowers have Availability of not less than $5,000,000 after giving effect to such event; and (3) the Agents shall have received a certificate from an Authorized Officer of the Acon Notes Subordination Agreement), Parent as to the matters set forth in clauses (1) and (2) above and (y) exchange any of its or its Subsidiaries' Indebtedness for any other Subordinated Indebtedness in violation Qualified Equity Interests of the subordination provisions thereof Parent so long as no Specified Event of Default has occurred and is continuing or any subordination agreement with respect thereto;would result therefrom. (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); provided further, that it is agreed and understood that amendments, modifications, or other changes to the Governing Documents of the Parent made in connection with the Equity Documents, the Parent Notes and other transactions contemplated to occur on the Effective Date are expressly permitted hereunder; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse to the Secured Parties (taken as a whole and acting in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenderssuch capacities).

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination Indebtedness of Capitalized Leases the Parent evidenced by the Senior Subordinate Notes in respect of assets no longer used in the business of connection with any Loan Party Permitted Note Redemption, and (z) Permitted Indebtedness of any Subsidiary that is not a Loan Partythe type described in clauses (b), (c), (d), (e), (g), (i) and (j) of the definition thereof, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or , or (v) agree to any amend, modify or otherwise amend (or permit the amendment, modification or other change to or waiver in any manner of) any of the provisions of any of its rights under Permitted Management Agreement, except any Material Contract if such amendmentamendments, modification, change modifiations or waiver would be changes that are not materially adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the LendersLender or to the Loan Parties.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ia) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party (other than, solely to the extent required by applicable law, any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (iib) except for the Obligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the extent required by applicable law), (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (ivc) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall (A) provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law) or (B) with respect to the Parent Operating Agreement or any other Governing Document of the Parent, provide any additional voting rights thereunder to any class of units issued thereunder other than the Parent Class A Units and the Parent Class B Units; or (vd) agree to any amendment, modification or other change to or waiver of any of its rights under any Falcon Acquisition Document, any Kilimanjaro Acquisition Document, any Rocketrip Acquisition Document, any Orinter Acquisition Document, any Interep Acquisition Document, any Consolid Mexico Acquisition Document, any Skypass 142901395v2 Acquisition Document or any other Material Contract (including, without limitation, any other acquisition document executed or delivered in connection with a Permitted Acquisition) if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled onthat is 120 days after the Maturity Date, would increase the interest rate applicable to such IndebtednessIndebtedness (including by paying cash interest in respect of Indebtedness that is to be paid in kind), (B) or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be materially adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or, except as contemplated by this Indenture, make any prepayment, redemption or repurchase of any outstanding Indebtedness (except as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”)foregoing, or (Biii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iiiA) amend, modify or otherwise change its name, jurisdiction certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly Owned Subsidiaries in accordance with Section 4.2(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it, it with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could not (in the Trustee’s reasonable judgment) reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (yc) or (d) of the termination definition of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, "Permitted Indebtedness" make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party (other than, solely to the extent required by applicable law, any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. ; (ii) except for the Obligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the extent required by applicable law), (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; , or (iiiD) amendmake any payment, modify prepayment, redemption, defeasance, sinking fund payment or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification repurchase of any certificate Indebtedness as a result of designationany asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any agreement or arrangement entered into by it, notice with respect to any of its Equity Interests the foregoing; (including n) Investment Company Act of 1940. Engage in any shareholders’ agreement)business, or enter into any new agreement with respect to transaction, use any securities or take any other action or permit any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant Subsidiaries to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of do any of its rights under any Material Contract if such amendmentthe foregoing, modification, change or waiver that would be adverse in any material respect to any Loan Party cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being an “investment company” or a company “controlled” by an “investment company” not entitled to an exemption within the Agent and the Lenders.meaning of such Act. (o)

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party (including, without limitation, the MHI Indenture and the MI Indenture), or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the L/C Issuer in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) Obligations and the termination purchase on the Effective Date by MHI of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan PartyMHI Notes held by MI immediately prior to the Effective Date, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) or, except for the Obligations and other Permitted Indebtedness required to be prepaid in connection with an asset disposition permitted hereunder, make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, Purchasers or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such other Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify modify, waive or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification modification, waiver or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Affiliates Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such new Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the LendersCapital Stock.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its other Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, Holders or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or Indebtedness”)or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 8.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect., (ii) except for the Obligations or for any Indebtedness owing by a Subsidiary of a Loan Party to a Loan Party, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any mandatory, voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Subordinated Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Subordinated Indebtedness when due), or , (B) refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement than with respect theretoto Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law, including under the Nevada Revised Statutes); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party (including any Material Debt Contract) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or Effect or (v) agree to make any amendment, modification or other change to or waiver final balloon payment of any Indebtedness set forth on Schedule 7.02(b), provided that, such final balloon payments may be made if no Default or Event of its rights under any Material Contract if Default shall have occurred and be continuing either before or after giving effect to such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenderscash payment.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change (v) would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (Bw) would increase the interest rate applicable to such Indebtedness, (x) would add any covenant or event of default, (y) would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (Cz) would otherwise be on terms and conditions that, taken as a whole, are materially adverse to the Lenders in any material respect.; (ii) except for the Obligations (and other Indebtedness to the extent such action is permitted under this Agreement), (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kindkind and excluding, for the avoidance of doubt, any so-called "AHYDO" catch up payment), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided that the Borrower may, (1) make payments with respect to Permitted Intercompany Investments constituting Indebtedness made by a Subsidiary owing to the Borrower, (2) make payments with respect to Permitted Intercompany Investments constituting Indebtedness made by the Borrower to a Subsidiary so long as such payment is not in violation of the subordination provisions applicable thereto, (3) make payments with respect to Permitted Intercompany Investments constituting Indebtedness made by the Borrower to GSSA, (4) convert such Indebtedness to Equity Interests (other than Disqualified Equity Interests) or otherwise set off obligations owing to the Borrower or any Subsidiary by the holder of such Subordinated Indebtedness against such Subordinated Indebtedness, (5) repay the Existing Demand Loans in full on the Effective Date, (6) subject to the prepayment requirements set forth in Section 2.05(c)(v), make any payment prohibited by clauses (A) and (D) of this Section 7.02(m)(ii) in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); provided that, (i) no Default or Event of Default exists or would occur as a result thereof, and (ii) the Borrower is in pro forma compliance with Section 7.03; and (7) make any payment or prepayment of Permitted Indebtedness (other than Subordinated Indebtedness) that is required to be made pursuant to the definitive documents for such Permitted Indebtedness as a result of (i) the sale of any Vessel or Vessel owning entity constituting a Permitted Disposition or (ii) the Total Loss of a Vessel; provided that, in each case, (i) no Default or Event of Default exists or would occur as a result thereof, and (ii) the Borrower is in pro forma compliance with Section 7.03; (iii) amend, modify or otherwise change its name, jurisdiction of incorporation or organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens;; or (iv) other than with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), amend, modify or otherwise change any of its the Borrower's, and except where any failure to comply could not reasonably be expected to have a Material Adverse Effect, the Borrower's Subsidiaries', Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Subordinated Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provisionprovisions of such Indebtedness, if any, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ shareholders agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Indebtedness evidenced by the Existing Notes, the Senior Notes, or the Senior Convertible Notes if such amendment, modification or change (A) would alter Section 6.11 of the Indenture for the 10% Senior Convertible Notes or Section 6.11 of the Indenture for the 11% Senior Convertible Notes, (B) would shorten the fixed maturity or increase the principal amount of, or increase the rate or shorten the time of payment of interest on, or increase the amount or shorten the time of payment of any Indebtedness principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise or increases the amount of, or accelerate the time of a payment of, any fees or other amounts payable in connection therewith, (C) relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Parent or any of its Subsidiaries to any more onerous or more restrictive provisions, or (D) otherwise adversely affects the interests of the Agents or Lenders under this Agreement or any other Loan Party Document in any material respect; (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) its or any of its Subsidiaries' Subordinated Debt or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness Subordinated Debt if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such IndebtednessSubordinated Debt, (B) would increase the interest rate applicable to such Subordinated Debt, would change the subordination provision, if any, provisions of such Indebtedness in a manner adverse to the LendersSubordinated Debt, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Subordinated Debt in any material respect. , (ii) (Aiii) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment payment, repurchase or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money described in clauses (h) - (l) of any Loan Party the definition of "Permitted Indebtedness" (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such refunded, refinanced, replaced, or exchanged Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any such Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement foregoing, (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreementiv) except as permitted by Section 7.02(c), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may or (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (ivv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivv) that either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, the Indenture, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for the Obligations make (wor give any notice with respect thereto) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.. -91-

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) except for (1) the Obligations and (2) subject to the terms of the Intercompany Subordination Agreement, any Indebtedness constituting Permitted Intercompany Investments, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; ; provided, that, notwithstanding any of the foregoing in this clause (iii) amendC), modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower subject to the Collateral Agent terms of the ▇▇▇▇▇▇▇▇▇▇ Subordinated Note, the Parent may pay accrued interest and principal on the ▇▇▇▇▇▇▇▇▇▇ Subordinated Note to the extent such payment is financed through an Equity Issuance, provided further, that notwithstanding any of the foregoing in this clause (or such shorter period as C), subject to the terms of the Subordinated Notes, the Parent may be approved by make regularly scheduled cash interest payments with respect to the Collateral Agent in its sole discretion) of such change and Subordinated Notes so long asas the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03 after giving effect to such payments, at the time of such written notificationor (D) make any payment, such Person provides any financing statements prepayment, redemption, defeasance, sinking fund payment or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification repurchase of any certificate Indebtedness as a result of designationany asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any agreement or arrangement entered into by it, notice with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.foregoing;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except except, in the case of any refund, refinance, replacement or exchange, to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) make any payment of interest in respect of any other Indebtedness in cash that, at the option of the issuer, may be paid in cash or in-kind, provided, however, that the Borrower may make cash interest payments on its Senior Convertible 8% Notes due January 2010 as long as no Default or Event of Default shall have occurred; (iv) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ 30 days prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (ivv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (vvi) agree to any amendmentamend, modification modify or other otherwise change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the LendersTransfer Pricing Policy.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) except for (1) the Obligations and (2) subject to the terms of the Intercompany Subordination Agreement, any Indebtedness constituting Permitted Intercompany Investments, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any PCC Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) (A) the Revolving Facility Loan Documents in a manner not permitted by the terms of the Revolving Facility Intercreditor Agreement or (B) any of the provisions of any of its or its Subsidiaries’ other Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such other Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, Obligations and (y) the termination of Capitalized Leases in respect of assets no longer used in Revolving Facility Debt to the business of any Loan Party and extent not prohibited under the Revolving Facility Intercreditor Agreement, (zA) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness Earn-Out in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that (A) are made to permit the issuance of Qualified Equity Interests by Ultimate Parent or (B) either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effectbe materially adverse to the interests of the Agents and the Lenders; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be reasonably expected to be materially adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of (A) the Revolving Credit Facility Documents unless permitted pursuant to the terms of the Intercreditor Agreement or (B) any of its or its Subsidiaries' Indebtedness of a Loan Party (other than the Revolving Credit Facility Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) except for (A) except for the Obligations and (w) intercompany loans, (xB) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan PartyRevolving Credit Facility Indebtedness, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 30 days’ ' prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Liens of the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivSection 7.02(l)(iv) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. No Credit Party shall, nor shall it permit any of its Subsidiaries to, (i) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness individually or in the aggregate in excess of a Loan Party $5,000,000 (other than intercompany Indebtedness in accordance with this Agreement) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness by more than 3% (B) other than the imposition of any default rate of interest and any interest paid in kind), would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are materially adverse to the Lenders or the issuer of such Indebtedness in any material respect. ; provided, however, that, with respect to the Revolving Loan Agreement (and any related loan documents), no amendment, modification or other change shall be made except as permitted in the Intercreditor Agreement, (ii) (A) except for (w) the Obligations and voluntary prepayments of intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Partyotherwise prohibited by this Agreement, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”Section 6.1), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or foregoing; provided, however, that, with respect to the Acon Notes Subordination Revolving Loan Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms any related loan documents), none of the Acon Notes Subordination foregoing actions described in this clause (ii) shall take place except as permitted in the Intercreditor Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 6.9, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number Federal Employer Identification Number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a the Loan Party Parties or any of their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (xA) the Obligations, the IDA ▇▇▇ment Amount and the WCLDC Loan and (B) the proceeds of any judgment, award, settlement or other similar payment with respect to the Rubbermaid Proceeds not required to be paid by the Borrower to the Loans pursuant to Section 2.05(c)(vii), provided that, in the case of this subclause (B), both before and immediately after giving effect to any such payment, prepayment, redemption or other acquisition (x) no Default or Event of Default exists, and (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that Availability is not a Loan Partyless than $1,000,000, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of the Loan Parties or any Loan Party of their Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment redemption or repurchase of any outstanding Indebtedness as a result of any asset sale (other than with respect to assets in which the Acon Subordinated Indebtedness in violation Trustee has been granted a lien to secure the Senior Secured Notes), change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction their certificate of organization, organizational identification number incorporation or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent bylaws (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documentsother similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.filing

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) AmendAs to any Indebtedness of the Borrower or any of its Subsidiaries amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any such Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if if, after giving effect to such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled onchange, such Indebtedness would not qualify as Permitted Refinancing Indebtedness, (B) change the subordination provision, if any, of such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due) (other than Permitted Restricted Payments contemplated by clause (c) of the definition thereof), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or permit any of its Subsidiaries to refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except in each case, other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any of its Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its or its Subsidiaries Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its or its Subsidiaries Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its such Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effectbe materially adverse to the Secured Parties, provided, that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries Material Subsidiary or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of a Loan Party the Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreementagreement but excluding any Indenture and the Indebtedness evidenced thereby) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness in a manner Indebtedness, or would otherwise be adverse to the Lendersissuer of such Indebtedness in any respect, (ii) agree to any amendment or make any other change to (or make any payment consistent with any amendment or other change to), or waive any of its rights under, any Indenture or refinance any Indebtedness evidenced by the Indentures without obtaining the prior written consent of the Lender to such amendment, modification, payment, waiver, change or refinancing, except for (Ci) otherwise be on terms an amendment or supplement that adds a Guarantor as an additional guarantor thereunder and conditions that(ii) an amendment or supplement that cures any ambiguity, taken as a wholeinconsistency or defect in any Indenture, are provided that any such amendment or supplement is not adverse to the Lenders in any material respect. interests of the Lender, (ii) (Aiii) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness for borrowed money of the Borrower or any Loan Party of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Indebtedness”), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment redemption or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity Interests, Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or . (vm) agree to [Intentionally Omitted] (n) Investment Company Act of 1940. Engage in any amendmentbusiness, modification enter into any transaction, use any securities or take any other change to action or waiver of permit any of its rights under Subsidiaries to do any Material Contract if such amendmentof the foregoing, modification, change or waiver that would be adverse in any material respect to any Loan Party cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being an "investment company" or a company "controlled" by an "investment company" not entitled to an exemption within the Agent and the Lenders.meaning of such Act. (o)

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made (other than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. (ii) except for the Obligations and the Unpaid Taxes, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of its or its Subsidiaries’ Indebtedness, including, for borrowed money the avoidance of any Loan Party doubt, the Existing Second Lien Credit Facility (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or , (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or , (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon any Existing Warrants, any Subordinated Indebtedness, or any Existing Earn-Out Obligations, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof foregoing; provided, that notwithstanding anything to the contrary contained herein, (1) so long as, immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the Acon Notes Subordination Agreement First Lien Leverage Ratio of Holdings and its Subsidiaries does not exceed 2.50 to 1.00 (it being understood in the case of clause (y) below, calculated on a pro forma basis after giving effect to the related Equity Issuance and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments the application of the proceeds thereof), (y) Holdings and its Subsidiaries are in accordance compliance of each of the financial covenants contained in Section 7.03, and (z) no Event of Default has occurred and is continuing, this clause (ii) shall not be deemed to restrict any payments, prepayments, repayments, repurchases or redemptions of: (2) the Existing Warrants in an aggregate amount not to exceed $3,000,000, and (3) so long as such payment, prepayment, repayment, repurchase or redemption is made solely with the Net Cash Proceeds of any Equity Issuance, (i) subject to the terms of the Acon Notes Subordination Intercreditor Agreement, the Existing Second Lien Credit Facility (including, without limitation, payments of principal of, interest on, and any other amount in respect of the Existing Second Lien Credit Facility), (ii) the AN Extend Earn-Out or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) amendany Subordinated Indebtedness, modify or otherwise change its namein each case, jurisdiction in an aggregate amount not to exceed 25% of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) Net Cash Proceeds of such change and Equity Issuance (after giving effect to any mandatory prepayment under Section 2.06(c)(iii)), (4) so long as, at immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the time First Lien Leverage Ratio of such written notificationHoldings and its Subsidiaries does not exceed 3.00 to 1.00, such Person provides (y) Holdings and its Subsidiaries are in compliance of each of the financial covenants contained in Section 7.03, and (z) no Event of Default has occurred and is continuing, this clause (ii) shall not be deemed to restrict any financing statements payments of the Deferred Monroe Fees, (5) the Existing Warrants, Subordinated Debt and Existing Earn-Out Obligations may be paid or fixture filings necessary prepaid solely with Equity Interests of Holdings (and not in cash), (6) subject to perfect and continue perfected the Collateral Agent’s Liensterms of the Intercreditor Agreement, payments, prepayments, repayments, repurchases or redemptions of the Existing Second Lien Credit Facility constituting Permitted Second Lien Loan Payments, (7) payments of the Exitus Renewal Fee (which has been paid); (iv8) so long as, immediately prior to and after giving effect to such payment no Event of Default has occurred and is continuing, then, notwithstanding anything to the contrary in Exitus Subordination Agreement, this clause (ii) shall not be deemed to restrict any payments under the Exitus Indebtedness in an aggregate amount not to exceed $1,000,000; and (9) so long as, (x) immediately prior to and after giving effect to such payment no Event of Default has occurred and is continuing and (y) prior to any such payments, the Loan Parties shall have repaid the Term Loans in the amounts required pursuant to Section 2.03(b)(w) and (x), then, notwithstanding anything to the contrary in Exitus Subordination Agreement, this clause (ii) shall not be deemed to restrict any payments under the Exitus Indebtedness after June 15, 2023 in an aggregate amount not to exceed $1,580,000. (iii) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) AmendExcept for the Revolving Indebtedness, amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity be in violation of any applicable subordination agreement or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) change the subordination provision, if any, of provisions subordinating such Indebtedness in a manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.Obligations; (ii) except for the Obligations and the Revolving Indebtedness, (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change any of its Governing Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); (iv) agree to any amendment, modification or other change to or waiver of any of its rights under (i) any ULHL Acquisition Document if such amendment, modification, change or waiver would be adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders, (ii) any other Material Contract if such amendment, modification, change or waiver would be materially adverse to the Agents and the Lenders; (v) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 30 days’ prior written notice by the Administrative Borrower Borrowers to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person promptly provides any financing statements or fixture filings necessary requested to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party for borrowed money or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect.respect to the interests of the Lender or the issuer of such Indebtedness; provided, that notwithstanding the foregoing, any refinancing in respect of such Indebtedness shall be permitted so long as the principal amount thereof is not increased and the terms thereof are not modified to impose more burdensome terms upon the Borrower; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, including any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kindcash), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the ​ purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to Indebtedness refinanced in accordance with the extent such Indebtedness is otherwise permitted by the definition proviso of “Permitted Indebtedness”‎Section 6.02(l)(i)), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided, that this clause (ii) shall not apply to (1) the Obligations and (2) Permitted Intercompany Investments; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected adverse in any material respect to have a Material Adverse Effectthe interests of the Lender; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would would, at the time of such amendment, modification or other change, be (A) adverse in any material respect to any Loan Party the interests of the Lender or any of its Subsidiaries or the Agent and the Lenders(B) reasonably expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the material provisions of any of its or its Subsidiaries' Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, on such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect. , (ii) (A) except for (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind)payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated any outstanding Indebtedness in violation as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement)foregoing, or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (iii) except as permitted by Section 6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number FEIN or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any its certificate of its Governing Documentsincorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity Interests Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness in a manner adverse to the LendersIndebtedness, or (C) would otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders or the issuer of such Indebtedness in any material respect.; (ii) (A) except for (w) intercompany loans, (x) the Obligations, (yA) the termination of Capitalized Leases in other than with respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Partyto Permitted Refinancing Indebtedness, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Indebtedness is otherwise permitted by the definition of “Permitted Refinancing Indebtedness”), or (BC) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of the Acon Subordinated Indebtedness in violation of the subordination provisions thereof or the Acon Notes Subordination Agreement (it being understood and agreed that Ultimate Parent may make Acon Subordinated Indebtedness Permitted Payments in accordance with the terms of the Acon Notes Subordination Agreement), or any other Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 15 days’ prior written notice by the Administrative Borrower to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion) of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; (iv) amend, modify or otherwise change any of its Governing Documents, Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iviii) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (viv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent Agents and the LendersLenders (except in respect of any restructuring or settlement of obligations owed to a Loan Party in respect of a Material Contract).