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. The Borrower will not (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 (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 issuer of such Indebtedness in any respect, (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or 50 -44- 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) amend, modify or otherwise change 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 them, with respect to any of their Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify modify, waive or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries 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 if such amendment, modification modification, waiver 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, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries or its Affiliates 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 new Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or 50 -44- 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 (iiiiv) amend, modify or otherwise change their 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 themit, with respect to any of their its Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their its Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectStock.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness (other than Indebtedness outstanding as of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity of such Indebtedness, or shorten the average life to maturity ofof such Indebtedness, or to a date earlier than 91 days after the Latest Maturity Date then in effect, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on, on such Indebtedness, would unless such payment is to be made after the date that is 91 days after the Latest Maturity Date then in effect, (C) increase the interest rate applicable to such Indebtedness, Indebtedness or would (D) change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any mandatory, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries or its Restricted Subsidiaries' Junior 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 Junior Indebtedness when due), except in an aggregate amount not in excess of the sum of (x) $100,000,000 (less the sum of (1) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to subclause (i) of clause (q) of the definition of "Permitted Investment" and (2) the aggregate amount of Restricted Payments that have been made pursuant to subclause (i) of clause (g) of the definition of "Permitted Restricted Payments", in each case on or prior to the applicable date of determination); provided that at the time any such payment is made pursuant to this clause (x), no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (y) the Cumulative Credit Amount; provided that at the time any such payment is made pursuant to this clause (y), (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower shall be in compliance, on a pro forma basis as at the end of the most recently ended Fiscal Quarter for which internally prepared financial statements are available, with the covenant set forth in Section 7.03 after giving effect to such payment and (3) the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.00 to 1.00 after giving effect to such payment; provided further that no payment may be made pursuant to this clause (A)(x) or (A)(y) other than with respect to the Notes until such date as the Notes have been prepaid or redeemed in full, or (B) refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness, or make any prepayment, redemption or 50 -44- 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, or Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change their certificate any of incorporation or bylaws its 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 them, it) with respect to any of their Capital Stock its Equity Interests (including any shareholders' agreement), or enter into any new agreement with respect to any of their Capital Stock its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are aggregate would not reasonably likely 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 Restricted Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries or its Subsidiaries' Indebtedness outstanding on the Effective Date 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 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 respect, ; (ii) except for (A) the Obligations, (BA) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries or its Subsidiaries' Indebtedness outstanding on the Effective Date (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 payments under the 2009 Guarantees, the other 2009 Guaranty Documents, the PEAKS Guarantees and the other PEAKS Guaranty Documents, in each case, so long as no Event of Default has occurred and is continuing at the time of any such payment or would result therefrom, (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness), or (C) make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or 50 -44- 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 irrevocable notice with respect to any of the foregoing, or other than Indebtedness permitted under this Agreement and secured by a Lien permitted under this Agreement on the asset so sold; (iii) amend, modify or otherwise change their certificate any of incorporation or bylaws its 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 them, it) with respect to any of their Capital Stock its Equity Interests (including any shareholders' agreement), or enter into any new agreement with respect to any of their Capital Stock its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are aggregate could not reasonably likely 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 reasonably likely to result in a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower Parent or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 issuer of such Indebtedness in any respect, (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the Borrower Parent or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or 50 -44- 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) (A) amend, modify or otherwise change their 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 (B) amend, modify or otherwise change any agreement or arrangement entered into by them, it with respect to any of their its Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their its Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are could not (in the Lender's reasonable judgment) reasonably likely be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any Acquisition Document, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 issuer Lenders (in their capacities as such) or the obligor in respect of such Indebtedness in any respect, (ii) except for in each case, unless either the principal amount of such Indebtedness is less than $50,000 or both (A) the Obligations, Origination Agent and (B) Capitalized Lease Obligations the Required Lenders shall otherwise approve such amendment, modification or change (it being understood and purchase money agreed that provisions of Subordinated Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not and any applicable Subordination Agreement may include provisions restricting any amendment, modification or change to exceed $75,000, such Indebtedness and that such provisions shall govern and control); (Cii) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries 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 Subordinated 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 redemption, defeasance, sinking fund payment or 50 -44- 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) amend, modify or otherwise change their certificate its name, jurisdiction of incorporation organization, organizational identification number or bylaws 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' (or such lesser period as is acceptable to the Origination Agent) prior written notice by the Administrative Borrower to the Collateral Agent and the Origination Agent of such change and so long as, (I) the Origination Agent consents in writing to such and change and (II) at the time of such written notification, such Person provides any financing statements, fixture filings or other similar organizational documents)filings, agreements or documentation necessary to perfect and continue perfected the Collateral Agent's Liens; (iv) amend, modify or otherwise change any of its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by themit, with respect to any of their Capital Stock its Equity Interests (including any shareholders' agreement)) , or enter into any new agreement with respect to any of their Capital Stock its Equity Interests, except (A) with the prior written consent of the Origination Agent and (B) to the extent that any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that could not, either individually or in the aggregate, are not reasonably likely be expected to have a Material Adverse Effect.adversely affect the interest of any Lender (solely in their capacities as such) in any material respect; (v) agree to any amendment, modification or other change to any Seller Note, Subordinated Note (Peekay) or the Subordinated Note (Christals) unless consented to by the Origination Agent or the Required Lenders, or agree to any material amendment, modification or other change to or waiver of any of its rights under any Acquisition Document that could reasonably be expected to be adverse to the interests of the Lenders or any of the Loan Parties, unless consented to by the Required Lenders; or (vi) agree to any amendment, modification or other change to the Management Agreement if such amendment, modification or other change (A) could result in an increase to the management, consulting, monitoring, or advisory fees or transaction fees, costs or expenses, indemnification or other amounts payable by any Loan Party, or (B) could reasonably be expected to be adverse in any material respect to any Loan Party or any of its Subsidiaries or the interest of any Agent or any of the Lenders

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries 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 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 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 (Ax) the Obligations, (By) Capitalized Lease Obligations and purchase money the Indebtedness which is prepaid in the ordinary course of business of the Borrower Parent evidenced by the Senior Subordinate Notes in an aggregate amount not to exceed $75,000connection with any Permitted Note Redemption, and (Cz) Permitted Indebtedness evidenced by Seller Subordinated Notes which is prepaid of the type described in an aggregate amount not to exceed $15,000 per monthclauses (b), (c), (d), (e), (g), (i) and (j) of the definition thereof, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries 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 redemption, defeasance, sinking fund payment or 50 -44- 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, (iv) amend, modify or otherwise change their 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 themit, with respect to any of their its Capital Stock (including any shareholders' ’ agreement), or enter into any new agreement with respect to any of their its Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, are could not reasonably likely be expected to have result in a Material Adverse Effect, or (v) amend, modify or otherwise amend (or permit the amendment, modification or other change in any manner of) any of the provisions of any Permitted Management Agreement, except any such amendments, modifiations or changes that are not materially adverse to the Agents and the Lender or to the Loan Parties.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower Loan Parties or any of its their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 issuer of such Indebtedness in any respect, (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower Borrowers in an aggregate amount not to exceed $75,000, and (C) Subordinated Indebtedness evidenced by Seller Subordinated Acquisition Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the Borrower Loan Parties or any of its 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, or make any prepayment, redemption or 50 -44- 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) amend, modify or otherwise change 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 them, with respect to any of their Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness (other than Indebtedness outstanding as of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries Amendment Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity of such Indebtedness, or shorten the average life to maturity ofof such Indebtedness, or to a date earlier than 91 days after the Latest Maturity Date then in effect, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on, on such Indebtedness, would unless such payment is to be made after the date that is 91 days after the Latest Maturity Date then in effect, (C) increase the interest rate applicable to such Indebtedness, Indebtedness or would (D) change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any mandatory, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries or its Restricted Subsidiaries’ Junior 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 Junior Indebtedness when due), except (I) the repurchase of Notes pursuant to and in accordance with any Convertible Notes Exchange conducted on or prior to the Delayed Draw Term Loan Commitment Termination Date, the cash portion of which is funded with the proceeds of Delayed Draw Term Loans and (II) in an aggregate amount not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (1) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to clause (q) of the definition of “Permitted Investment” during such Fiscal Quarter and (2) the aggregate amount of Restricted Payments that have been made pursuant to clause (g) of the definition of “Permitted Restricted Payments” during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that at the time any such payment is made pursuant to clause (I) or (II) of this clause (A), no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that, solely with respect to any Restricted Payment described in clause (II) of this clause (A), (x) no payment may be made pursuant to this clause (A)(x) or (A)(y) other than with respect to the Notes or the New Convertible Notes until such date as the Notes or the New Convertible Notes, as applicable, have been prepaid or redeemed in full and (y) the aggregate principal amount of the Notes and New Convertible Notes that may be redeemed during any Fiscal Quarter shall not exceed $10,000,000, or (B) refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness, or make any prepayment, redemption or 50 -44- 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, or Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change their certificate any of incorporation or bylaws its 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 them, it) with respect to any of their Capital Stock its Equity Interests (including any shareholders' ’ agreement), or enter into any new agreement with respect to any of their Capital Stock its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are aggregate would not reasonably likely 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 Restricted Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower Loan Parties or any of its their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 issuer of such Indebtedness in any respect, (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption defeasance, including fund payment or other acquisition for value of any Indebtedness of the Borrower Loan Parties or any of its 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, or make any prepayment, redemption defeasance, including fund payment or 50 -44- 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) amend, modify or otherwise change 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 them, with respect to any of their Capital Stock (including any shareholders' ’ agreement), or enter into any new agreement with respect to any of their Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are could not reasonably likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower Loan Parties or any of its their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 issuer of such Indebtedness in any respect, (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption defeasance, including fund payment or other acquisition for value of any Indebtedness of the Borrower Loan Parties or any of its 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, or make any prepayment, redemption defeasance, including fund payment or 50 -44- 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) amend, modify or otherwise change 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 them, with respect to any of their Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are could not reasonably likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not Except as set forth in Schedule 7.13, (i) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries 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 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, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries 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 redemption, defeasance, sinking fund payment or 50 -44- 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 7.03, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (iiiiv) amend, modify or otherwise change their 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 themit, with respect to any of their its Capital Stock (including any shareholders' ’ agreement), or enter into any new agreement with respect to any of their its Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, are could not reasonably likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any of its or its Restricted Subsidiaries’' Indebtedness (other than Indebtedness outstanding as of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity of such Indebtedness, or shorten the average life to maturity ofof such Indebtedness, or to a date earlier than 91 days after the Latest Maturity Date then in effect, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on, on such Indebtedness, would unless such payment is to be made after the date that is 91 days after the Latest Maturity Date then in effect, (C) increase the interest rate applicable to such Indebtedness, Indebtedness or would (D) change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any mandatory, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries or its Restricted Subsidiaries' Junior 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 Junior Indebtedness when due), except in an aggregate amount not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (1) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to clause (q) of the definition of "Permitted Investment" during such Fiscal Quarter and (2) the aggregate amount of Restricted Payments that have been made pursuant to clause (g) of the definition of "Permitted Restricted Payments" during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that at the time any such payment is made pursuant to this clause, no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that (x) no payment may be made pursuant to this clause (A)(x) or (A)(y) other than with respect to the Notes until such date as the Notes have been prepaid or redeemed in full and (y) the aggregate principal amount of the Notes that may be redeemed during any Fiscal Quarter shall not exceed $10,000,000, or (B) refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness, or make any prepayment, redemption or 50 -44- 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, or Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change their certificate any of incorporation or bylaws its 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 them, it) with respect to any of their Capital Stock its Equity Interests (including any shareholders' agreement), or enter into any new agreement with respect to any of their Capital Stock its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are aggregate would not reasonably likely 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 Restricted Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, the Indenture, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 the Obligations make (Aor give any notice with respect thereto) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries 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 redemption, defeasance, sinking fund payment or 50 -44- 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 (iiiiv) amend, modify or otherwise change their 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 themit, with respect to any of their its Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their its Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, are could not reasonably likely be expected to have a Material Adverse Effect.. -91-

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries 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 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, Indebtedness or would increase the interest rate applicable to such Indebtedness, unless (x) Excess Availability, both immediately prior to, immediately after giving effect thereto and projected Excess Availability on a pro forma projected basis for the 12 months immediately following, such amendment, modification or change is at least $100 million, or (y) the total amount of such Indebtedness so amended, modified or changed since the Effective Date (together with the amounts permitted under clause (ii) hereof), does not exceed $500,000 in any Fiscal Year of the Borrowers, (B) would change the subordination provision, if any, of such Indebtedness, or (C) would otherwise be adverse to the issuer of such Indebtedness Lenders in any respect, ; (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per monthexcept as otherwise explicitly permitted herein, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries 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 redemption, defeasance, sinking fund payment or 50 -44- 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, unless (x) Excess Availability, both immediately prior to, immediately after giving effect thereto and projected Excess Availability on a pro forma projected basis for the 12 months immediately following, such payment is at least $100 million, or (y) the 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 Borrowers; (iii) except as permitted by Section 6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN; (iv) amend, modify or otherwise change their 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 themit, with respect to any of their its Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their its Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, are 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 Administrative 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 likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any of its or its Subsidiaries' Indebtedness (other than Indebtedness of including the Borrower Public Subordinated Debt and its Subsidiaries under the Senior Debt FacilityProduction Payment 2001 Obligations) of the Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would 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 provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any material respect; provided that the Borrower may, in one transaction or a series of transactions, prepay, repurchase or redeem up to $5,000,000 of the face amount of the Public Subordinated Debt so long as all such transactions are consummated within a period of 6 consecutive months and, after giving effect to any such transaction, the Borrower has Availability plus Qualified Cash of at least $15,000,000 which must include Revolver A Availability of at least $10,000,000 and after all outstanding Obligations in respect of the Term Loan and the Revolving B Loans are paid in full and the Total Revolving B Credit Commitment is terminated, has Revolver A Availability of at least $10,000,000, (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid obligations payable to or in the ordinary course favor of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per monthany other Loan Party, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries 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 redemption, defeasance, sinking fund payment or 50 -44- 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 (iiiiv) amend, modify or otherwise change their 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 themit, with respect to any of their its Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of their its Capital Stock Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, are could not reasonably likely be expected to have result in a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness (other than Indebtedness outstanding as of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (A) shorten the final maturity of such Indebtedness, or shorten the average life to maturity ofof such Indebtedness, or to a date earlier than 91 days after the Latest Maturity Date then in effect, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on, on such Indebtedness, would unless such payment is to be made after the date that is 91 days after the Latest Maturity Date then in effect, (C) increase the interest rate applicable to such Indebtedness, Indebtedness or would (D) change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, ; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any mandatory, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Borrower or any of its Subsidiaries or its Restricted Subsidiaries’ Junior 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 Junior Indebtedness when due), except in an aggregate amount not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (1) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to clause (q) of the definition of “Permitted Investment” during such Fiscal Quarter and (2) the aggregate amount of Restricted Payments that have been made pursuant to clause (g) of the definition of “Permitted Restricted Payments” during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that at the time any such payment is made pursuant to this clause, no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that (x) no payment may be made pursuant to this clause (A)(x) or (A)(y) other than with respect to the Notes until such date as the Notes have been prepaid or redeemed in full and (y) the aggregate principal amount of the Notes that may be redeemed during any Fiscal Quarter shall not exceed $10,000,000, or (B) refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness, or make any prepayment, redemption or 50 -44- 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, or Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change their certificate any of incorporation or bylaws its 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 them, it) with respect to any of their Capital Stock its Equity Interests (including any shareholders' ’ agreement), or enter into any new agreement with respect to any of their Capital Stock its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, are aggregate would not reasonably likely 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 Restricted Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (ia) amendAmend, modify or otherwise change (or permit the amendment, modification or other change in any manner of of) any of the provisions of any Indebtedness (other than Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries 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 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 Agent or the Lenders or the issuer of such Indebtedness in any respect, (ii) except for provided that, in the case of the Senior Secured Notes Indenture and the Senior Secured Notes, any amendment, modification or other change may be made to any of such documents, if after giving effect to such amendment, modification or change (A) such Indebtedness shall require no amortization, sinking fund payment or any other scheduled maturity of the Obligationsprincipal amount thereof on any date which is earlier than the date occurring six months after the then latest Commitment Termination Date, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid the interest rate applicable to the Senior Secured Notes shall not be higher than such interest rate as in effect on the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000Closing Date, and (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 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 evidenced by Seller Subordinated 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 which is prepaid in an aggregate amount not to exceed $15,000 per monthDocuments as of the Closing Date; (b) except for the Obligations and Indebtedness permitted under clause (i) of the definition Permitted Indebtedness, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of of, or otherwise voluntarily satisfy prior to the scheduled maturity thereof in any Indebtedness of the Borrower or manner, any of its Subsidiaries 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 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 redemption, defeasance, sinking fund payment or 50 -44- 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; (c) except as permitted by Section 6.3, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN; (iiid) amend, modify or otherwise change their 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 themit, with respect to any of their Capital its Stock (including any shareholders' ’ agreement), or enter into any new agreement with respect to any of their Capital Stock its Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause paragraph (iiid) that either individually or in the aggregate, are could not reasonably likely 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 (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.