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 of its or its Subsidiaries’ Indebtedness 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.

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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Material Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would 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, 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 Indebtednessprovisions thereof, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Material 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 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 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, would change the subordination provisionprovisions, if any, of such IndebtednessIndebtedness in a manner adverse to the Agents or the Lenders, or would otherwise be adverse to the Agents or the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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”"), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any 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 outstanding 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) 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 6.02(c) and (B) change its name upon at least 30 days prior written notice by the Borrower to the 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 Liens; or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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 (it being understood that if 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 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 (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 of its or its Subsidiaries’ ' Subordinated Indebtedness 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, material respect or would otherwise be in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) 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 10 Business Days' prior written notice by the Administrative Borrower to the Collateral Agent 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 certificate of incorporation or bylaws (or other similar organizational documents)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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 to any Loan Party or any of its Subsidiaries or the 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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, , (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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”), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any 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 outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws (or other similar organizational documents)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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests; or (v) amend, except modify or otherwise change 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 EffectTransaction 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’ Indebtedness or of any instrument or agreement (including, without limitation, including 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be materially adverse to the Lenders or the issuer of such Indebtedness in any respect, Lenders; (ii) except for (x) the Obligations, the Existing Debt Facility or, with respect to Subordinated Indebtedness (including Indebtedness constituting Permitted Intercompany Investments), as otherwise expressly permitted below, and (y) Indebtedness permitted by clause pursuant to clauses (c), (h), (s) (solely in respect of clauses (c) or and (dh) of the definition of “Permitted Indebtedness” ”) and (w) of the definition of “Permitted Indebtedness”, (A) make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness (including Indebtedness constituting Permitted 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, or give any notice with respect to any of the foregoing, ; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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); (iv) 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 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’ Subordinated Indebtedness (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, ; would increase the interest rate applicable to such Indebtedness, ; would change the any subordination provision, if any, of such Indebtedness, ; or would otherwise be adverse to the Lenders or the issuer of such Subordinated Indebtedness in any respect, , (ii) (A) except for to the Obligations, the Existing Debt Facility and Indebtedness extent permitted by clause the terms of the Subordination Agreement, amend, modify or otherwise change (cor permit the amendment, modification or other change in any manner of) any of the provisions of the Subordinated Borrower Note (as in effect on the Restatement Effective Date); or (dB) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness, including any payments or prepayments of principal (including through any redemption, purchase, defeasance, acquisition or retirement thereof), premium, fees or interest in respect thereof in violation of the definition subordination provisions thereof or any subordination agreement with respect thereto; provided that the Borrower may make such payments or prepayments of “Permitted Indebtedness” principal in respect of the Subordinated Borrower Indebtedness to the extent expressly permitted by the Subordination Agreement to which the Borrower is a party, (iii) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, , (iiiiv) 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 6.02(c) and (B) change its name upon at least 30 days’ prior written notice by the Borrower to the Administrative Agent 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, (ivv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents)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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital 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, (vi) 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 other amendments, modifications or changes or any such new agreements that either individually or in the aggregate could not reasonably be expected to be adverse in any material respect to the Lenders or (B) amend, modify or otherwise change the MLP Partnership Agreement, except any 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 manner which is adverse to the Lenders in any material respect.

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’ Subsidiaries Indebtedness (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if unless such amendment, modification or change would shorten be permitted by clause (i) 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, 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 the Lenders or the issuer of such Indebtedness in any respect, , (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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”"), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any 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 outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate any of incorporation or bylaws the governing documents (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) (A) of any Loan Party or Insurance Subsidiary, with respect to any of its Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 or (B) of the Borrower only, with respect to have a Material Adverse Effectany provisions therein relating to the selection, removal and rights and obligations of the Lender Board Representative.

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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, indenture or loan agreement or security agreement) relating to any such Subordinated Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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 Subordinated Indebtedness, would increase the interest rate applicable to such Subordinated Indebtedness, would change the any subordination provision, if any, provision of such Subordinated Indebtedness, or would otherwise be adverse to any Agent, any Lender, the Lenders L/C Issuer or the issuer of such Subordinated Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated 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 Subordinated Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Subordinated Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation or bylaws (or permit the amendment, modification or other similar organizational documentschange in any manner of) any of the provisions of any of its or its Subject Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture or loan agreement) relating to any such Subject Indebtedness if such amendment, modification or change 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 Subject Indebtedness; (iv) refund, refinance, replace or exchange any other Indebtedness for any Subject Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”); (v) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subject 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 Subordinated Indebtedness when due), except where (x) no Event of Default exists at the time thereof and (y) Excess Availability is not less than $25,000,000 after giving effect thereto; or (vi) 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendmentsamendment, modifications modification or changes change or any such new agreements agreement or arrangements arrangement pursuant to this clause (ivvi) that that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectadversely affect any Agent, any Lender or the L/C Issuer in any material respect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) (x) 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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (in each case, other than, so long as no Default or Event of Default exists, intercompany Indebtednessthan a Permitted ABL Facility) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness, or would otherwise be materially adverse to the Lenders or the issuer of such Indebtedness in any respectrespect or (y) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Permitted ABL Facility in a manner prohibited by the Intercreditor Agreement; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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, but excluding any indebtedness under a Permitted ABL Facility), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except other than with respect to the extent such Permitted Refinancing Indebtedness is otherwise expressly permitted by the definition of “or a Permitted Indebtedness”ABL Facility), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 (other than Indebtedness under a Permitted ABL Facility) 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, except to the extent that such asset sale, change of control, issuance and sale or other similar event is subject to the prior repayment in full of the Obligations (other than Contingent Loan Obligations) and the termination of the Commitments; provided, that, notwithstanding anything to the contrary set forth herein, payments may be made on Indebtedness under any Permitted ABL Facility in a manner not prohibited by the Intercreditor Agreement; (iii) except as otherwise permitted by Section 7.02(c)hereunder, amend, modify or otherwise change any of its name, jurisdiction of organization, organizational identification number or FEIN or Governing Documents (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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), unless each resulting party thereto continues to constitute a Loan Party; or (iv) 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, taken as a whole, to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) AmendExcept for the Deferred Merger Payment, 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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations and the Deferred Merger Payment, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), (C) make any payment, prepayment, redemption, defeasance, 128498985v11 sinking fund payment or repurchase of any 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 outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ shareholders agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract (other than the Zoosk Acquisition Agreement) if such amendment, modification, change or waiver would be materially adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders; or (v) (A) make any payment of interest, fees or principal (mandatory or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value) or any other payment of the Deferred Merger Payment except if (i) immediately before and after each such payment, no Event of Default shall have occurred and be continuing, (ii) the Deferred Merger Payment Conditions are satisfied and (iii) any such payment is permitted by the Deferred Merger Payment Subordination Agreement and (B) agree to any amendment, modification or other change to or waiver of any of its rights under the Zoosk Acquisition Agreement or the Deferred Merger Payment Subordination Agreement if such amendment, modification, change or waiver would be adverse to the Agents and the Lenders or not permitted under the Deferred Merger Payment Subordination Agreement.

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 or any other Indebtedness that is secured by a 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 (other than, so long as no Default or Event in the case of Default exists, intercompany Indebtednessthis clause (y) if only) such amendment, modification or change 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, 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, or would otherwise be materially adverse to the Lenders or the issuer of such Indebtedness in any respectrespect unless such amendment, modification or change is permitted under the applicable subordination or intercreditor agreement updated thereto; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness or any other 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 a result and when due in respect of any asset salesuch Indebtedness (other than payments prohibited by the subordination provisions thereof or any subordination or intercreditor agreement with respect thereto), change of control(2) refinance or exchange such Indebtedness with Permitted Refinancing Indebtedness, issuance and sale of debt or equity securities or similar event, or give any notice (3) payment with respect to any 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 foregoingsubordination provisions applicable thereto, (iii4) except as permitted payment with respect to Permitted Intercompany Investments constituting Indebtedness made by Section 7.02(c)a Loan Party to a Loan Party or a Subsidiary that is not Loan Party, amendand (5) make such payment with, modify or convert such Indebtedness to, Equity Interests (other than Disqualified Equity Interests) or otherwise change its name, jurisdiction set off obligations owing to a Loan Party or any Subsidiary by the holder of organization, organizational identification number or FEIN or such Subordinated Indebtedness against such Subordinated Indebtedness; (iviii) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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) 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 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 financing statements or fixture filings necessary to perfect and continue perfected the Collateral 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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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 the Agent or the Lenders or the issuer of such Indebtedness in any respect, provided that, 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 otherwise permitted under the definition of Permitted Indebtedness, (ii) except for the Obligations, the Existing Debt Facility Obligations and Indebtedness permitted by under clause (c) or (dj) of the definition of “Permitted Indebtedness” , make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital 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.

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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (iib) except for the ObligationsObligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the Existing Debt Facility and Indebtedness permitted extent required by clause applicable law), (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (ivc) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity 137907439v16 Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (d) 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 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 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 or of any instrument or agreement (including, without limitation, including 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 other Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 nothing in this clause (ii) shall prohibit Borrower from defeasing or prepaying the Senior Secured Notes with the proceeds of other Permitted Indebtedness or with the proceeds of Capital Stock described in Section 2.05(c)(vi), (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN FEIN, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in 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 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN FEIN; provided, however, that the Loan Parties or their Subsidiaries may change their names upon at least 15 days prior written notice to the Collateral Agent of such change and so long as, at the time of such written notification, the applicable Loan Party provides any financing statements necessary to perfect and continue as perfected the Collateral Agent’s Liens, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except (A) any such amendments, modifications or changes to the charter documents of Jobsinthemoney, the sole effect of which would reduce the authorized number of outstanding shares of such entity, and (B) 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.

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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (iiiii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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)' Indebtedness, 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement)organizational documents, or enter into (v) amend, modify or otherwise change any new agreement with respect to any of its 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.material provision 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’ ' Subordinated Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Subordinated Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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 Subordinated Indebtedness, would increase the interest rate applicable to such Subordinated Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Subordinated Indebtedness, or would otherwise be materially adverse to the Lenders or the issuer of such Subordinated Indebtedness in any respect, ; (ii) except for the Obligations, or any payment in exchange for or funded with the Existing Debt Facility and Indebtedness permitted by clause proceeds of any issuance of Qualified Equity Interests (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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, but excluding any payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value in connection with the incurrence of any refinancing Indebtedness expressly permitted by the definition of “Permitted Indebtedness”)), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such refinancing Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 controlcontrol (other than payments made in accordance with subclause (t) of the definition of Permitted Investments), issuance and sale of debt or equity securities or similar event, event or give any notice with respect to any of the foregoing, ; (iii) except as permitted by Notwithstanding clause (ii) of this Section 7.02(c7.02(m), the Borrower may make prepayments of the Convertible Bonds or make payments to repurchase the Convertible Bonds in the secondary market or through a formal tender offer, so long as (A) (x) the Borrower's Senior Leverage Ratio (excluding the amount of the Convertible Bonds then outstanding) calculated on a Pro Forma Basis for any period of four consecutive Fiscal Quarters ending as of the last day of the quarter for which the Borrower's financial statements were most recently delivered to the Agents is less than 1.00:1.00, and (y) Minimum Liquidity is at least $45,000,000 after giving pro forma effect to such prepayment, (B) such prepayment is in exchange for or funded with the proceeds of any issuance of equity in the Borrower designated for such purpose or (C) such prepayment is in exchange for or funded with the proceeds of Permitted Indebtedness; (iv) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN, except that a Loan Party may (ivA) amend, modify or otherwise change its certificate name, jurisdiction of incorporation organization, organizational identification number or bylaws 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 (or other similar organizational documents), including, without limitation, such later notice as is acceptable to the Collateral Agent) by the filing Borrower to the Collateral Agent of such change and so long as, at the time of such written notification, such Person provides any financing statements or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect fixture filings necessary to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 perfect and continue perfected the aggregate, could not reasonably be expected to have a Material Adverse EffectCollateral 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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders Lexington or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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”), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any 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 outstanding 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; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, Governing Documents 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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests; or (v) amend, except modify or otherwise change any such amendments, modifications Transaction Document 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 EffectSettlement 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’ Indebtedness 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 is prohibited by the terms of any applicable Subordination Agreement, 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness in violation of the subordination provisions thereof or any Subordination Agreement with respect thereto (including, without limitation, with respect to the Board Debt and obligations under the Bridge Notes), 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock (it and including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) in a manner adverse in any material respect to the Agents or the Lenders; or (iv) that either individually (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 the aggregateAgents and the Lenders 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, could not reasonably be expected without any further consent, to have a Material Adverse Effectthe Collateral Agent.

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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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 any respect, (ii) except for provided that, in the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) case of the definition Senior Secured Notes Indenture and the Senior Secured Notes, any amendment, modification or other change may be made to any of “Permitted Indebtedness” make any voluntary such documents, if after giving effect to such amendment, modification or optional payment, prepayment, redemption, defeasancechange (A) such Indebtedness shall require no amortization, sinking fund payment or any other acquisition for value 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 Senior Secured Notes shall not be higher than such interest rate as in effect on the Closing Date, (C) the definition of its or its Subsidiaries’ 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 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, by way covenants, mandatory redemptions or offers to purchase or prepay, defaults and remedies) which, in the reasonable judgment of depositing money Agent is materially more adverse to Agent or securities with the trustee therefor before Lenders than the date required for provisions in 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness Senior Secured Notes Documents 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.Closing Date;

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 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 (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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause : (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly 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 (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ shareholders agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “other than with respect to Permitted Refinancing Indebtedness” , make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 Agents and the Lenders (except in respect of any restructuring or settlement of obligations owed to a Loan Party in respect of a Material Contract).

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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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 the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for (A) the ObligationsObligations and (B) the Revolving Credit Facility Indebtedness, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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”"), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any 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 outstanding 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) 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 30 days' prior written notice by the Administrative Borrower to the Collateral Agent 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; (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws (or other similar organizational documents)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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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. (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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c)0, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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.

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 could reasonably be expected to result in 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 its the Loan Parties or its Subsidiaries’ Indebtedness 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for (A) the Obligations, the Existing Debt Facility IDA ▇▇▇ment Amount and Indebtedness permitted 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 clause the Borrower to the Loans pursuant to Section 2.05(c)(vii), provided that, in the case of this subclause (cB), 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 (dy) of the definition of “Permitted Indebtedness” Availability is not less than $1,000,000, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness of its the Loan Parties or its Subsidiaries’ Indebtedness any 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 expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment redemption or repurchase of any outstanding Indebtedness as a result of any asset salesale (other than with respect to assets in which the 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 foregoing, or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its their certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.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 of its or its Subsidiaries’ such Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other thanif, so long as no Default or Event of Default exists, intercompany Indebtedness) if after giving effect to such amendment, modification or change would 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, 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 the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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) (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws its Subsidiaries Governing Documents (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 Capital Stock or its Subsidiaries Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stocksuch 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 be 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 (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Adverse EffectContract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any Material Subsidiary or the 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 the Borrower or any of its or its Subsidiaries’ Indebtedness 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer 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 (i) an amendment or supplement that adds a Guarantor as an additional guarantor thereunder and (ii) an amendment or supplement that cures any ambiguity, inconsistency or defect in any Indenture, provided that any such amendment or supplement is not adverse to the interests of the Lender, (iii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment redemption or other acquisition for value of any Indebtedness of the Borrower or any of its or its Subsidiaries’ Indebtedness 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 expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment redemption or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, 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.. (m) [Intentionally Omitted] (n) Investment Company Act of 1940. Engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that would 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 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 or of any instrument or agreement (including, without limitation, including 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Agents, Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations under this Agreement and the ABL Debt in accordance with the ABL Facility Documents, the Existing Debt Facility and Indebtedness permitted by clause (cA) make, or (d) of the definition of “Permitted Indebtedness” make permit any Subsidiary to make, any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (ivA) amend, modify or otherwise change change, or permit any Subsidiary to amend, modify or otherwise change, (x) any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including the Tax Receivable Agreement and any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) which are not adverse to the Agents or the Lenders in any material respect; 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 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 Parent or any of its Subsidiaries; or (iv) that either individually 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 aggregate, could not reasonably be expected to have a Material Adverse EffectAgents 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 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in 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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other thanin a manner that, so long as no Default individually or Event of Default existsin the aggregate, intercompany Indebtedness) if is materially adverse to the Lenders, including any such amendment, modification or change that 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, except, in each case of this clause (ii), to the extent permitted by this Agreement or otherwise consented to by the Required Lenders; (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ shareholders agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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); (iv) 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 Agents and the Lenders; or (v) in respect of a Belgian Loan Party, take any action that shall cause its centre of main interests (as that term is used in Article 3(1) of the Insolvency Regulation) to be situated outside of its jurisdiction of incorporation, or cause it to have an establishment (as that term is used in Article 2(h) of the Insolvency Regulation) situated outside of its jurisdiction of incorporation.

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 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 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, would change the subordination provision, if any, of such IndebtednessIndebtedness in any adverse manner, or would otherwise be (A) adverse to the Lenders or (B) materially beneficial to the issuer of such Indebtedness in any respect, ; (ii) except Except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition or repurchase for value of any of its or its Subsidiaries’ ' 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 as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event), 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 make give any notice with respect to any of the foregoing; (iii) Make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness as a result in violation of the subordination provisions thereof or any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice subordination agreement with respect thereto; provided, however, that if (A) a Super Liquidity Condition would exist after giving effect to any a proposed prepayment of all or part of the foregoingSubordinated Indebtedness; and (B) Lenders have been offered a prepayment of the Loan (it being agreed by Lenders that they would only be entitled to require a prepayment of the Loan at a time when a Super Liquidity Condition would exist after giving effect to such prepayment if Lenders waive the Applicable Prepayment Premium in connection therewith), and Lenders have declined to take any such prepayment, then the Loan Parties shall be permitted to prepay the Subordinated Indebtedness to such extent as would continue to preserve the Super Liquidity Condition after giving effect to such payments; (iiiiv) except Except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; or (ivv) amendAmend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital 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 would not 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 of its or its Subsidiaries’ ' Indebtedness 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that (x) either individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or (y) increases its authorized capital in connection with a Secondary Public Offering.

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, , (ii) except for the Obligations, the Existing Debt Facility and Obligations or for any Indebtedness permitted owing by clause a Subsidiary of a Loan Party to a Loan Party, (cA) or (d) of the definition of “Permitted Indebtedness” make any mandatory, voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 other than with respect to any of the foregoing, Permitted Refinancing Indebtedness); (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, chief executive office, organizational identification number or FEIN FEIN, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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.

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 ' Subordinated Indebtedness, or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other thanSubordinated Indebtedness, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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 Subordinated Indebtedness, 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, or would otherwise be adverse to the Lenders or the issuer of such Subordinated Indebtedness in any respect, ; (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Working Capital 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 be prohibited by the terms of the Intercreditor Agreement; (iii) except for the ObligationsObligations and the Working Capital Indebtedness, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 US-DOCS\103792213.14 of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other of its or its Subsidiaries' Indebtedness for any such other Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “other than Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 or its Subsidiaries' 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, in the case of this clause (iii) except as permitted by Section 7.02(cD), amendthe Borrowers may make mandatory prepayments of Permitted Purchase Money Indebtedness required in connection with the sale or other disposition of the assets that secure such Permitted Purchase Money Indebtedness; (iv) purchase, modify tender for or otherwise change acquire, or permit any of its nameSubsidiaries or Affiliates (including, jurisdiction without limitation, any Permitted Holder or any of organizationits Affiliates) to purchase, organizational identification number tender for or FEIN otherwise acquire, directly or indirectly, any Working Capital Indebtedness; (ivv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement' agreement and the Effective Date Preferred Equity Issuance Documents), or enter into any new agreement with respect to any of its Capital StockEquity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivv) that either individually would not be adverse in any material respect to any Loan Party or in any of its Subsidiaries, the aggregateAgents or the Lenders; or (vi) agree to any amendment, could not reasonably modification or other change to or waiver of any of its rights under any Material Contract (other than any Working Capital Loan Document) if such amendment, modification, change or waiver would be expected materially adverse to have the Loan Parties and their Subsidiaries taken as a Material Adverse Effectwhole or to the 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 its or any of its or its Subsidiaries’ Indebtedness 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) Subordinated Debt if such amendment, modification or change 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 IndebtednessSubordinated Debt, would increase the interest rate applicable to such IndebtednessSubordinated Debt, would change the subordination provision, if any, provisions of such IndebtednessSubordinated Debt, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness Subordinated Debt in any material respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment payment, repurchase or other acquisition for value of any of its or its Subsidiaries’ Indebtedness described in clauses (including, without limitation, i) — (l) of the definition of “Permitted Indebtedness” (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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding such 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN FEIN, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in 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 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 (v) 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, (w) 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, or (z) would otherwise be materially adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations (and other Indebtedness to the extent such action is permitted under this Agreement), the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “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 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 or its Subsidiaries’ 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 to the extent such Indebtedness is otherwise expressly permitted by the definition of “"Permitted Indebtedness”"), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of incorporation or organization, organizational identification number or FEIN or FEIN; 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 its certificate any of incorporation or bylaws 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 (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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 EffectEquity Interests.

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, provisions of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ shareholders agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse in any material respect to the Lenders interests of the Lender or the issuer of such Indebtedness; provided, that notwithstanding the foregoing, any refinancing in respect of such Indebtedness in any respect, 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) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (including any payment of interest in cash), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 (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 expressly permitted by the definition proviso of “Permitted Indebtedness”‎Section 6.02(l)(i)), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 aggregateaggregate could be adverse in any material respect to the interests of the Lender; or (iv) agree to any amendment, could not modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would, at the time of such amendment, modification or other change, be (A) adverse in any material respect to the interests of the Lender or (B) 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 material provisions of any of its or its Subsidiaries’ ' Indebtedness 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 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, 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 the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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.

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 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 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, subordination provisions subordinating such Indebtedness, would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse Indebtedness to the Lenders or the issuer of such Indebtedness in any respect, Obligations; (ii) except for the ObligationsObligations and the Revolving Indebtedness, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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); (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 30 days’ prior written notice by the Borrowers to the Collateral Agent of such change and so long as, at the time of such written notification, such Person promptly provides any financing statements or fixture filings requested to perfect and continue perfected the Collateral 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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other thanif, so long as no Default or Event of Default exists, intercompany Indebtedness) if after giving effect to such amendment, modification or change would 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, 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 the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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) (other than Permitted Restricted Payments contemplated by clause (c) of the definition thereof), 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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto (except as permitted by clause (j) of the definition of Permitted Indebtedness), 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 Material Subsidiary or the 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 (A)any of its or its Subsidiaries’ ' Indebtedness (other than the Revolving Loan Obligations) 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respectrespect or (A)the Revolving Loan Obligations or any Revolving Loan Document if such amendment, modification or change would not be permitted by the terms and conditions of the Intercreditor Agreement; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness Revolving Loan Obligations, Permitted Intercompany Investments (to the extent permitted by clause the Intercompany Subordination Agreement), Permitted Purchase Money Indebtedness (cto the extent in respect of assets no longer used in the business of any Loan Party) or (d) and any Permitted Refinancing Indebtedness in respect of the definition of “Permitted Indebtedness” foregoing, (A) make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, 120535197v14 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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, but excluding, in any event, amendments, modifications or changes to the Governing Documents of the Parent for increases in issuance of or authorization of issuance of or increases to authorized shares of Qualified Equity Interests of the Parent) with respect to any of its Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 LLC Division or any comparable transaction under any similar law; or (iv) 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 materially adverse to any Loan Party or any of its Subsidiaries (when taken as a whole with any other amendments, modifications or other changes to such Material Contract or Acquisition Document) or the 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 (including the Indenture) 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 purchase or redeem Senior Notes if both immediately before and immediately after giving effect to such purchases and/or redemptions (A) the ratio of Senior Debt to Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended twelve months shall not be greater than 2.0 to 1.0, (B) no Default or Event of Default shall have occurred and be continuing and (C) Availability shall not be less than $10,000,000, (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN, (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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 EffectEffect or (v) cause or permit (1) any Indebtedness other than the Indebtedness under this Agreement to be designated as "Permitted Indebtedness" under clause (vi) of the definition thereof set forth in the Indenture or (2) more than $2,000,000 of Indebtedness other than the Indebtedness under this Agreement to be designated as "Permitted Indebtedness" under clause (x) of the definition thereof set forth in the Indenture. In determining the ratio pursuant to clause (ii)(A) above for a particular period (i) pro forma effect will be given to: (x) the incurrence, repayment or retirement of any Indebtedness by such Person and its Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired on the first day of such period and (y) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any property or assets acquired or disposed of by such Person and its Subsidiaries since the first day of such period, as if such acquisition or disposition occurred on the first day of such period; (ii) interest on Indebtedness bearing a floating interest rate will be computed as if the rate of computation had been the applicable rate for the entire period; (iii) if such Indebtedness bears, at the option of such Person and its Subsidiaries, a fixed or floating rate of interest, interest thereon will be computed by applying, at the option of such Person, either the fixed or floating rate; and (iv) the amount of Indebtedness under a revolving credit facility will be computed based upon the average daily balance of such Indebtedness during such period.

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “other than with respect to Permitted Refinancing Indebtedness” , make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 change) in any manner of) of any of the provisions of any of its or its Subsidiaries’ ' Indebtedness 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 (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 IndebtednessIndebtedness 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, or (C) would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations and except as otherwise explicitly permitted herein, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 foregoingforegoing 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 total amount of such Indebtedness so paid since June 11, 2002 (together with the amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Parent; (iii) except as permitted by Section 7.02(c6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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 have a Material Adverse Effect; (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 or (D) 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 material amendment or other material change to or waiver of any of its rights under any Material Contract without the consent of the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably be expected likely to have a Material Adverse Effect.

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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (iib) except for the ObligationsObligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the Existing Debt Facility and Indebtedness permitted extent required by clause applicable law), (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (ivc) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (d) 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 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 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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for (1) the Obligations, Obligations and (2) subject to the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) terms of the definition of “Intercompany Subordination Agreement, any Indebtedness constituting Permitted Indebtedness” Intercompany Investments, (A) make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 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, (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.;

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 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 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, would change the subordination provisionprovisions, if any, of such IndebtednessIndebtedness in a manner adverse to the Lenders, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any 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) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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”"), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any 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 outstanding 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) except designate any Indebtedness of such Loan Party, other than Indebtedness arising under the Loan Documents, as permitted by Section 7.02(c), "Designated Senior Debt" (or any like term) under the Senior Subordinated Note Indenture or any other indenture or other documentation for any Subordinated Indebtedness; (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 30 days prior written notice by the Administrative Borrower to the 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 Liens; or (ivv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital 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.

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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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 the Lenders or the issuer of such Indebtedness L/C Issuer in any respect, (ii) except for the Obligations, Obligations and the Existing Debt Facility and Indebtedness permitted purchase on the Effective Date by clause (c) or (d) MHI of the definition of “Permitted Indebtedness” MHI Notes held by MI immediately prior to the Effective Date, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 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 any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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.

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 or of any instrument or agreement (including, without limitation, including 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders Purchasers or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 other Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN FEIN, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in 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 or of any instrument or agreement (including, without limitation, the Subordinated Debt Loan Documents, any purchase agreement, indenture, loan agreement or security agreement) relating to (A) any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtednessthan Indebtedness arising under the Subordinated Debt Loan Documents) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respectrespect or (B) any Indebtedness arising under the terms of the Subordinated Debt Loan Documents, if such amendment, modification or change would otherwise be prohibited by the Intercreditor Agreement; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 ' Indebtedness, including, without limitation, the Subordinated Debt 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 Permitted Refinancing Indebtedness), (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of (I) any Subordinated Indebtedness (other than the extent such Subordinated Debt Credit Facility) in violation of the subordination provisions thereof or any subordination agreement with respect thereto or (II) any Indebtedness is otherwise expressly permitted evidenced by the definition Subordinated Debt Credit Facility in violation of “Permitted Indebtedness”)the Intercreditor Agreement, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) AmendExcept, (A) on the Effective Date, with respect to the Sealy Subordinated Debt, and (B) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, with respect to any Indebtedness between the Loan Parties, 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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for with respect to (A) so long as an Event of Default has not occurred and is not continuing, Indebtedness between the Loan Parties (to the extent otherwise permitted by this Agreement), and (B) the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness for borrowed money (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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding such 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN FEIN, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in 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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation or bylaws the Partnership Agreement (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), or any shareholder agreement related thereto or enter into any new agreement with respect to the Parent’s Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that are (A) not materially adverse to the Agents and the Lenders (in their capacities as Agents and Lenders) or (B) approved by the Origination Agent; (iv) subject to Section 7.02(m)(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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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, 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 to any Loan Party or any of its Subsidiaries or the Agents 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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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 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 (iiA) 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 Senior Secured Notes shall not be higher than such interest rate as in effect on the Closing Date, (C) 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 LEGAL_US_E # 82813718.8 Notes Indenture shall not be 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 remedies) which, in the reasonable judgment of Agent is materially more adverse to Agent or the Lenders than the provisions in the Senior Secured Notes Documents as of the Closing Date; (b) except for the Obligations, the Existing Debt Facility Obligations and Indebtedness permitted by under clause (c) or (di) of the definition of “Permitted Indebtedness” , make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of of, or otherwise voluntarily satisfy prior to the scheduled maturity thereof in any manner, any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, ; (iiic) except as permitted by Section 7.02(c)6.3, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; (ivd) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, 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 LEGAL_US_E # 82813718.8 (f) 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 way adverse in any material respect to the interests of Agent or the Lenders in such capacities.

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 any statement, budget, forecast, projection and operating plan and report delivered to the Lender, unless approved by its Board of Directors and the Lender; (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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders Lender or the issuer of such Indebtedness in any respect, (iiiii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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)' Indebtedness, 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement)organizational documents, or enter into (v) amend, modify or otherwise change any new agreement with respect to material provision of any of its Capital StockMaterial Contract, except or accelerate, terminate or cancel 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 EffectContract.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Loan Parties will not (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 (including, without limitation, any Revolving Credit Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other thanexcept to the extent such amendment, so long as no Default modification or Event of Default exists, intercompany Indebtednesschange to such Indebtedness is otherwise permitted under Section 7.02(a) hereof) if such amendment, modification or change 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, 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 the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepaymentprepayment (other than (A) to the Revolving Credit Lenders pursuant to the Revolving Credit Documents and (B) any Indebtedness permitted under Section 7.02(a)(iii) hereof owing by a foreign Subsidiary of the Parent to any Loan Party), redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 7.02(a)), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c7.02(d), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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.

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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Material Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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 Material Indebtedness, would increase the interest rate applicable to such Material Indebtedness, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; US-DOCS\156209705.12 (ii) except for the Obligations, (A) make, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make permit any Subsidiary to make, any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness as a result in violation of the subordination provisions thereof or any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice subordination agreement with respect to any of the foregoing, 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 or (ivA) amend, modify or otherwise change change, or permit any Subsidiary to amend, modify or otherwise change, any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 other comparable event under any jurisdiction’s law) or

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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, except that this clause (i) shall not be deemed to restrict any amendments, supplements, waivers, forbearances or other modifications in respect of the ABL Facility Documents or the ABL Facility Indebtedness to the extent permitted under the Intercreditor Agreement; (ii) except for (1) the Obligations, Obligations and (2) subject to the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) terms of the definition of “Intercompany Subordination Agreement, any Indebtedness constituting Permitted Indebtedness” Intercompany Investments, (A) make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 (y) the Subordinated Notes, the Parent may make regularly scheduled cash interest payments with respect to the Subordinated Notes so long as both no Event of Default has occurred and is continuing and the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03, in each case both before and after giving effect to such payment (z) the M▇▇▇▇▇▇▇▇▇ Subordinated Note, the Parent may pay accrued interest and principal on the M▇▇▇▇▇▇▇▇▇ Subordinated Note to the extent such payment is financed through an Equity Issuance, 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 ABL Agreement (as in effect on the date hereof or as amended in a manner not prohibited by the Intercreditor Agreement); (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 Agents 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 $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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such IndebtednessIndebtedness by more than 3% (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, or would otherwise be materially adverse to the Lenders or the issuer of such Indebtedness in any 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) except for the ObligationsObligations and voluntary prepayments of intercompany Indebtedness not otherwise prohibited by this Agreement, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, however, that, with respect to the Revolving Loan Agreement (and any related loan documents), none of the foregoing actions described in this clause (ii) shall take place except as permitted in the Intercreditor Agreement, (iii) except as permitted by Section 7.02(c)6.9, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN Federal Employer Identification Number or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.

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 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 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, 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 the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c)7.03, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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.

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 or of any instrument or agreement (including, without limitation, any Noteholder Documents, purchase agreement, indenture, loan agreement or security agreementagreement but excluding, solely for the purposes of this clause (i), any employment agreement to which any Loan Party or any other Subsidiary of Parent is a party) relating to any such Indebtedness, except that such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would shorten the final maturity or average life than pursuant to maturity ofpayments thereof), or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase reduce the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness any fees in any respect, connection therewith; or (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause , (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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); provided, that (1) the foregoing shall not apply to Indebtedness owing to a Borrower that is permitted hereunder and (2) the amount of $250,000 paid into escrow on the date hereof that is used to make a payment or prepayment of certain Indebtedness owing to Richard Shannon may be used for such payments or prepayments in acco▇▇▇▇▇▇ w▇▇▇ ▇▇▇ ▇▇▇ms of the arrangements of Borrowers with such person, or refund, 110 (B) refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such of Refinancing Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), PROVIDED, THAT, as to the refinance, replacement or exchange of any other Indebtedness that is less than $500,000, such Indebtedness may be so refinanced, replaced or exchanged for other Indebtedness, so long as on the date of such refinancing, replacement or exchange and after giving effect thereto (on a pro forma basis), each of the following conditions is satisfied: (1) no Default or Event of Default shall exist or have occurred and be continuing, (2) the sum of Excess Availability plus Qualified Cash shall not be less than $3,000,000, (3) any such refinancing, replacement or exchange shall give rise to Indebtedness that does not exceed the amount of Indebtedness so refinanced, replaced or exchanged and the terms of the Indebtedness arising pursuant to such refinancing, replacement or exchange are no less favorable to Parent, its Subsidiaries, Agent and Lenders than the terms of the Indebtedness being refinanced, replaced, or exchanged, or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset saleAsset Sale, change Change of controlControl, issuance and sale of debt securities not constituting Permitted Indebtedness or equity securities or similar eventevent other than payments made in stock or other equity interests permitted hereunder or from the proceeds of an Equity Issuance permitted hereunder, or give in each case, to pay (i) any notice consideration (including, without limitation, earn-outs, deferred purchase price payments, other contingent consideration and Special Incentive Bonuses) with respect to an Acquisition or Permitted Acquisition (and any such stock or warrants, or proceeds paid with respect to Permitted Acquisitions, shall in each case be considered in the calculation of the foregoinglimitation on the amount of consideration that may be paid for Permitted Acquisitions) or (ii) any Permitted Indebtedness to the extent not prohibited hereunder, PROVIDED, THAT, nothing contained in this Section 6.02(m)(ii)(C) shall be construed to limit the use of the proceeds of the Equity Issuance under the PIPE Documents and the Noteholder Documents; or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; provided that Parent may change its name to "Summit Global Logistics, Inc." within forty-five (45) days after the date hereof, if notice of such name change is immediately provided to Agent, or (iv) amend, modify or otherwise change its certificate of incorporation or bylaws (incorporation, articles of association, certificate of formation, limited liability agreement 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 Capital Stock (including any shareholders’ agreement), or enter entering into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes that (A) Parent or any of its Subsidiaries may amend, modify or otherwise change any of such organizational documents or enter into any new agreements agreement with respect to any Capital Stock, after written notice to Agent which shall describe such amendment, modification or arrangements pursuant other change or new agreement so long as such amendment, modification or other change or new agreement are acceptable to this clause Agent and (ivB) that either individually Parent or in any of its Subsidiaries may amend, modify or otherwise change such organization documents solely to the aggregate, could not reasonably be expected extent necessary to have a Material Adverse Effectreflect any merger or consolidation permitted under Section 6.02(d) hereof.

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, other than under the ▇▇▇▇▇.▇▇▇ Earnout Payments; or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any - 104 - agreement or arrangement entered into by it, ) with respect to any of its Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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).

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 or of any instrument or agreement (including, without limitation, including the Intercompany Note and any other purchase agreement, indenture, loan agreement 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 other than (except A) the Obligations, (B) to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or (C) prepayments of Indebtedness permitted under (I) clause (c) or clause (d) of the definition of “Permitted Indebtedness” with the proceeds of a Disposition of the assets securing such Indebtedness so long as the Liens on such assets, and such Disposition, are expressly permitted hereunder, and (II) clause (k) of the definition of “Permitted Indebtedness”, (iii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 foregoingforegoing except as permitted by the foregoing Section 7.02(m)(ii)(C), (iiiiv) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN, (ivv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital 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 (vi) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Management Agreement in a manner adverse to the Lenders or the Credit Parties.

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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) for borrowed money if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled Final Senior Loan Maturity Date on, such Indebtedness, 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 the Agents, the Senior Lenders or the issuer of such Indebtedness in any respect, (ii) except for the ObligationsSenior Obligations and intercompany Indebtedness to the extent permitted under Section 7.02(e)(ii), the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' Indebtedness for borrowed money (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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness 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 foregoingforegoing prior to the payment in full of all Senior Obligations, or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN, (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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 are not reasonably be expected likely to have a Material Adverse Effect, or (v) cause or permit (1) any Indebtedness other than the Indebtedness under this Agreement to be designated as "Permitted Debt" under clause (i) the second paragraph of Section 4.09 of the Indenture or (2) more than an amount equal to (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 (x) $230,000,000 and (y) an amount equal to the amount of Indebtedness permitted to be incurred under subclause (i)(2) of the second paragraph of Section 4.09 of the Indenture.

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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.

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 or of any instrument or agreement (including, without limitation, the Senior Debt Loan Documents, any purchase agreement, indenture, loan agreement or security agreement) relating to (A) any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtednessthan Indebtedness arising under the Senior Debt Loan Documents) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders Investor or the issuer of such Indebtedness in any respectrespect or (B) any Indebtedness arising under the terms of the Senior Debt Loan Documents, if such amendment, modification or change would otherwise be prohibited by the Cerberus Intercreditor Agreement; (iib) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 Indebtedness, including, without limitation, the Subordinated Debt (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (ivc) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivc) that either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect; or (d) 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 Collateral Agent and the Investors.

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 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 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect, . (ii) except for the Obligations, Obligations and the Existing Debt Facility and Indebtedness permitted by clause Unpaid Taxes, (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (other than Indebtedness under the Loan 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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or , (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 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, (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 Issuance and the application of the proceeds thereof), (iiiy) except as permitted by Ultimate Holdings and its Subsidiaries are in compliance of each of the financial covenants contained in Section 7.02(c)10.3, amendand (z) no Event of Default has occurred and is continuing, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, 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.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’ ' Subordinated Indebtedness (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, would change the any subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Subordinated Indebtedness in any respect, , (ii) (A) except for to the Obligations, the Existing Debt Facility and Indebtedness extent permitted by clause the terms of the Subordination Agreement, amend, modify or otherwise change (cor permit the amendment, modification or other change in any manner of) any of the provisions of the Subordinated Borrower Note (as in effect on the Original Effective Date); or (dB) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness, including any payments or prepayments of principal (including through any redemption, purchase, defeasance, acquisition, or retirement thereof), premium, fees or interest in respect thereof in violation of the definition subordination provisions thereof or any subordination agreement with respect thereto; provided that the Borrower may make such payments or prepayments of “Permitted Indebtedness” principal in respect of the Subordinated Borrower Indebtedness to the extent expressly permitted by the Subordination Agreement to which the Borrower is a party. (iii) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' Subordinated 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, , (iiiiv) 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 6.02(c) and (B) change its name upon at least 30 days' prior written notice by the Borrower to the 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, (ivv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents)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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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., (vi) [intentionally omitted], (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 other amendments, modifications or changes or any such new agreements that either individually or in the aggregate could not reasonably be expected to be adverse in any material respect to the Lenders or (B) amend, modify or otherwise change the MLP Partnership Agreement, except any such amendments, modifications or changes that either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, in each case, to the extent such amendments, modifications or changes would otherwise be adverse materially adverse, taken as a whole, to the Lenders or the issuer of such Indebtedness, except Permitted Refinancing Indebtedness in any respect, that Refinances such Indebtedness; (ii) except for the Obligations, the Existing Debt Facility Permitted Intercompany Investments (other than payment, prepayment, redemption or defeasance on loans and Indebtedness advances permitted by under clause (c) or (d) of the definition of “Permitted Indebtedness” 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) make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or , (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that would not be materially adverse, taken as a whole, to any Loan Party or any of its Subsidiaries or the Agents and the Lenders; 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 (iv) that either individually agree to any amendment, modification or in other change to or waiver of any of its rights under any De-SPAC Document if such amendment, modification, change or waiver would be materially adverse, taken as a whole, to any Loan Party or any of its Subsidiaries or the aggregate, could not reasonably be expected to have a Material Adverse EffectAgents 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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (iib) except for the ObligationsObligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the Existing Debt Facility and Indebtedness permitted extent required by clause applicable law), (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (ivc) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (d) 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 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 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 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect, (. ii) . except for the Obligations, Obligations and the Existing Debt Facility and Indebtedness permitted by clause Unpaid Taxes, (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 Indebtedness, including, for the avoidance of 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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or , (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 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, (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 Issuance and the application of the proceeds thereof), (iiiy) except as permitted by Holdings and its Subsidiaries are in compliance of each of the financial covenants contained in Section 7.02(c)7.03, amendand (z) no Event of Default has occurred and is continuing, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, 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.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 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 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, would change the subordination provisionprovisions, if any, of such IndebtednessIndebtedness in a manner adverse to the Lenders, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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”), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any 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 outstanding 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) except 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 permitted by Section 7.02(c), 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 30 days prior written notice by the Borrower to the Agent 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 Agent’s Liens; (ivv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital 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 (vi) amend, modify or otherwise change its Transfer 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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for (1) the Obligations, Obligations and (2) subject to the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) terms of the definition of “Intercompany Subordination Agreement, any Indebtedness constituting Permitted Indebtedness” Intercompany Investments, (A) make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 change) in any manner of) of any of the provisions of any of its or its Subsidiaries’ ' Indebtedness 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 (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 IndebtednessIndebtedness 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, or (C) would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations and except as otherwise explicitly permitted herein, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 foregoingforegoing 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 total amount of such Indebtedness so paid since June 11, 2002 (together with the amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Parent; (iii) except as permitted by Section 7.02(c6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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 have a Material Adverse Effect; (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 or (D) 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 material amendment or other material change to or waiver of any of its rights under any Material Contract without the consent of the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably be expected 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) any of the provisions of any of its or its Subsidiaries’ ' Indebtedness 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided that the Batra A/R Loan Facility, notwithstanding that it is Subordinated Indebtedness, may be repaid with the cash proceeds of (1) the Batra A/R made available to the Dutch Borrower, (2) adjustments to the purchase price of the Hi-Tec Acquisition received by the Dutch Borrower in connection with the Batra A/R pursuant to Section 5.2 and Schedule 8 of the Hi-Tec Acquisition Agreement or (3) Common Stock issued pursuant to the exercise by the underwriter of the Equity Offering of its over-allotment option pursuant to the terms and conditions of the Equity Offering, but only using proceeds issued after the initial issuance date of the Equity Offering, which are issued in excess of 5% of the initial issuance size of such Equity Offering (without giving effect to such over-allotment option exercise) and to the extent such excess cash proceeds are made available to the Dutch Borrower, and the Batra A/R Loan Facility may, unless an Event of Default has occurred and is continuing, be paid regularly scheduled interest as and when due, 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) in a manner adverse in any material respect to the Agents or the Lenders; or (iv) that either individually 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 the aggregate, could not reasonably be expected to have a Material Adverse EffectAgents 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 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 (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 IndebtednessIndebtedness 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, or (C) would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations and except as otherwise explicitly permitted herein, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 foregoingforegoing 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 total amount of such Indebtedness so paid since the Effective Date (together with the amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Borrower; (iii) except as permitted by Section 7.02(c6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN; (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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 have a Material Adverse Effect; (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 material amendment or other material change to or waiver of any of its rights under any Material Contract without the consent of the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably be expected likely to have a Material Adverse Effect. (m) Section 6.02(n) of the Loan Agreement is hereby amended and 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 of its or its Subsidiaries’ Indebtedness (other than the First Lien Obligations and the 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 (other thanIndebtedness, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any Subordinated Debt unless expressly permitted under the terms of any Subordination Agreement which is an agreement to which either Agent is a party, (iii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the First Lien Credit Agreement or any other First Lien Loan Document to the extent such amendment, modification or waiver is prohibited pursuant to the terms of the Intercreditor Agreement, (iv) except for the Obligations and payments of (A) the Subordinated Debt expressly permitted pursuant to the applicable Subordination Agreement and (B) the First Lien Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, (iiiv) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN, (ivvi) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (ivvi) that either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, or (vii) agree to any material amendment or other material change to or material waiver of its rights under any Material Contract (other than any First Lien Loan 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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, indenture or loan agreement or security agreement) relating to any such Subordinated Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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 Subordinated Indebtedness, would increase the interest rate applicable to such Subordinated Indebtedness, would change the any subordination provision, if any, provision of such Subordinated Indebtedness, or would otherwise be adverse to any Agent, any Lender, the Lenders L/C Issuer or the issuer of such Subordinated Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated 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 Subordinated Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Subordinated Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation or bylaws (or permit the amendment, modification or other similar organizational documentschange in any manner of) any of the provisions of any of its or its Subject Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture or loan agreement) relating to any such Subject Indebtedness if such amendment, modification or change 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 Subject Indebtedness; (iv) refund, refinance, replace or exchange any other Indebtedness for any Subject Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”); (v) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subject 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 Subordinated Indebtedness when due), except where (x) no Event of Default exists at the time thereof and (y) Availability is not less than $25,000,000 after giving effect thereto; or (vi) 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendmentsamendment, modifications modification or changes change or any such new agreements agreement or arrangements arrangement pursuant to this clause (ivvi) that that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectadversely affect any Agent, any Lender or the L/C Issuer 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 or of any instrument or agreement (including, without limitation, including 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 other Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN FEIN, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in 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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, , (ii) except for the Obligations, the Existing Debt Facility and Obligations or for any Indebtedness permitted owing by clause a Subsidiary of a Loan Party to a Loan Party, (cA) or (d) of the definition of “Permitted Indebtedness” make any mandatory, voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 other than with respect to any of the foregoing, Permitted Refinancing Indebtedness); (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 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 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such other Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for (x) the ObligationsObligations and (y) the Revolving Facility Debt to the extent not prohibited under the Revolving Facility Intercreditor Agreement, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding subordinated Indebtedness or any 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 be materially adverse to the interests of the Agents and the Lenders; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Adverse EffectContract if such amendment, modification, change or waiver would be reasonably expected to be materially adverse to any Loan Party or any of its Subsidiaries or the 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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “"Permitted Indebtedness” " make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its 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.

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, 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the Existing Debt Facility and Indebtedness permitted extent required by clause applicable law), (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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; (n) Investment Company Act of 1940. Engage in any business, (iii) except as permitted by Section 7.02(c)enter into any transaction, amend, modify use any securities or otherwise change its name, jurisdiction of organization, organizational identification number take any other action or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 permit any of its Capital Stock (including Subsidiaries to do any shareholders’ agreement)of the foregoing, that would cause it or enter into any new agreement with respect to any of its Capital StockSubsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, except any as amended, by virtue of being an “investment company” or a company “controlled” by an “investment company” not entitled to an exemption within the meaning of such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause Act. (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause make (cor give any notice with respect thereto) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 foregoingforegoing (except for the prepayment of any Indebtedness owing under the NMFFP and permitted hereunder in connection with the sale of any assets pledged as collateral security for such Indebtedness), (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN FEIN, or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.

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 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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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 the Agents or the Lenders or the issuer of such Indebtedness in any respect, provided that, 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 otherwise permitted under the definition of Permitted Indebtedness, (ii) except for the Obligations, the Existing Debt Facility Obligations and Indebtedness permitted by under clause (c) or (dj) of the definition of “Permitted Indebtedness” , make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ ' 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital 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.

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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, 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 the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN, (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 EffectEffect or (v) make any 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 Default shall have occurred and be continuing either before or after giving effect to such cash payment.

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 or of any instrument or agreement (includingincluding any Qualified Intercompany Loan Document, 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respectexcept for Permitted Modifications, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or FEIN, (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in a Material Adverse Effect, or (v) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Management Agreement.

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 or of any instrument or agreement (including, without limitation, including 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Agents, Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations under this Agreement and the ABL Debt in accordance with the ABL Facility Documents, the Existing Debt Facility and Indebtedness permitted by clause (cA) make, or (d) of the definition of “Permitted Indebtedness” make permit any Subsidiary to make, any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (ivA) amend, modify or otherwise change change, or permit any Subsidiary to amend, modify or otherwise change, (x) any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including the Tax Receivable Agreement and any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) which are not adverse to the Agents or the Lenders in any material respect; 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 other comparable event under any jurisdiction’s law) or (y) any ABL Facility Document, other than to the 112 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 Parent or any of its Subsidiaries; or (iv) that either individually 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 aggregate, could not reasonably be expected to have a Material Adverse EffectAgents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. Except pursuant to a plan of reorganization in the Chapter 11 Case or as approved by the Bankruptcy Court (but otherwise subject to all of the terms and conditions of this Agreement and the other Loan Documents including Section 7.02(s)), (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 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 result in a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) AmendExcept with respect to the Remaining Term Loan, the Refinancing Facilities or any Additional Refinancing Facilities, 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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders Holders or the issuer of such Indebtedness in any respect, , (ii) except for the Notes Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) Obligations in respect of the definition Remaining Term Loan, the Refinancing Facilities or any Additional Refinancing Facilities or for any Indebtedness owing by a Subsidiary of “Permitted Indebtedness” a Notes Party to a Notes Party, (A) make any mandatory, voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 other than with respect to any of the foregoing, Permitted Refinancing Indebtedness); (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 Notes Party or any of its Subsidiaries or the Holders.

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’ other Indebtedness 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 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, would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders Holders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 any outstanding 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) except as permitted by Section 7.02(c8.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.

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 (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 (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change 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, would increase the interest rate applicable to such Indebtedness, would change the any subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Subordinated Indebtedness in any respect, , (ii) (A) except for to the Obligations, the Existing Debt Facility and Indebtedness extent permitted by clause the terms of the Subordination Agreement, amend, modify or otherwise change (cor permit the amendment, modification or other change in any manner of) any of the provisions of the Subordinated Borrower Note (as in effect on the Effective Date); or (dB) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness, including any payments or prepayments of principal (including through any redemption, purchase, defeasance, acquisition, or retirement thereof), premium, fees or interest in respect thereof in violation of the definition subordination provisions thereof or any subordination agreement with respect thereto; provided that the Borrower may make such payments or prepayments of “Permitted Indebtedness” principal in respect of the Subordinated Borrower Indebtedness to the extent expressly permitted by the Subordination Agreement to which the Borrower is a party. (iii) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, , (iiiiv) 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 6.02(c) and (B) change its name upon at least 30 days’ prior written notice by the Borrower to the 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, (ivv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents)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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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 (vi) amend, modify or otherwise change any material provision of the Acquisition Agreement or the Seller 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 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 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, 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, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect, . (ii) except for the Obligations, Obligations and the Existing Debt Facility and Indebtedness permitted by clause Unpaid Taxes, (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 Indebtedness, including, for the avoidance of 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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or , (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 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, (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 Issuance and the application of the proceeds thereof), (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 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 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 (iii) except as permitted by any Subordinated Indebtedness, in each case, in an aggregate amount not to exceed 25% of the Net Cash Proceeds of such Equity Issuance (after giving effect to any mandatory prepayment under Section 7.02(c2.06(c)(iii)), (4) 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 3.00 to 1.00, (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 payments of the Deferred Monroe Fees, (5) the Existing Warrants, Subordinated Debt and Existing Earn-Out Obligations may be paid or prepaid solely with Equity Interests of Holdings (and not in cash), (6) subject to the terms 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); (8) 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), amendthen, modify or otherwise change its namenotwithstanding anything to the contrary in Exitus Subordination Agreement, jurisdiction of organizationthis clause (ii) shall not be deemed to restrict any payments under the Exitus Indebtedness after June 15, organizational identification number or FEIN or 2023 in an aggregate amount not to exceed $1,580,000. (iviii) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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 (iv) 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 any Loan Party or any of its Subsidiaries or the 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 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 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, subordination provisions subordinating such Indebtedness, would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse Indebtedness to the Lenders or the issuer of such Indebtedness in any respect, Obligations; (ii) except for the ObligationsObligations and the Revolving Indebtedness, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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); (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 30 days’ prior written notice by the Borrowers to the Collateral Agent of such change and so long as, at the time of such written notification, such Person promptly provides any financing statements or fixture filings requested to perfect and continue perfected the Collateral 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 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 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, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ 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 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 make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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 foregoingforegoing except for (A) the Obligations, (B) the Working Capital Indebtedness, (C) the German W/C Facility, (D) the Indebtedness of the Parent under the ▇▇▇▇▇▇▇▇▇▇▇ Note, provided that such payments are made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇▇▇ Subordination Agreement solely by the Parent exercising its right of set-off against the Indebtedness evidenced by the note receivable of the Parent in the amount of $5,000,000 payable by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇. evidencing the loan in the principal amount of $5,000,000 made by the Parent to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇. on the Effective Date, (E) the Indebtedness evidenced by the CGW Loan Documents (x) in an amount of (1) up to $2,500,000 from the proceeds of the initial extension of credit under the German W/C Facility, provided that such payments are made (AA) in accordance with the terms of the CGW Subordination Agreement, (BB) only after not less than $3,000,000 of the principal of the Term Loan A has first been prepaid from the proceeds of the initial extension of credit under the German W/C Facility and (CC) both immediately before and after giving effect to any such payment, no Default or Event of Default shall have occurred and be continuing, plus (2) any amount that a Term Loan Lender elects not to receive from the portion of the Net Cash Proceeds of a Disposition under Section 2.06(c)(ii)(C) that would otherwise be payable to such Term Loan Lender, and (y) from the Net Cash Proceeds of any Disposition permitted by Section 6.02(c)(ii)(C), provided that such payments are made (1) in accordance with the terms of the CGW Subordination Agreement, (2) only after $25,500,000 of the Net Cash Proceeds of any Disposition permitted by Section 6.02(c)(ii)(C) are first applied to prepay the Term Loans in accordance with Section 2.05(c), and (3) if both immediately before and after giving effect to any such payments no Default or Event of Default shall have occurred and be continuing, and (F) the payment of up to $2,000,000 to terminate the Parent’s obligations in connection with the ▇▇▇▇▇▇▇▇▇▇▇ Guaranty, provided that, no payment shall be made to terminate the obligation of the Parent with respect to the ▇▇▇▇▇▇▇▇▇▇▇ Guaranty (1) prior to the date which is 90 days after the Effective Date and (2) unless both immediately before and after such payment (AA) no Default or Event of Default shall have occurred and be continuing and (BB) Net Availability is not less than $5,000,000, (iii) except as permitted by Section 7.02(c6.02(c), after giving effect to the Merger, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change its certificate of incorporation 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 Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its 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.

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 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 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, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (cA) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional paymentpayment (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 (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 expressly permitted by the definition of “Permitted Refinancing Indebtedness”), or (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding 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, other than under the ▇▇▇▇▇.▇▇▇ Earnout Payments; or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iv) amend, modify or otherwise change any of its certificate of incorporation or bylaws Governing Documents (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 Capital Stock Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital StockEquity 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.