Common use of Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts Clause in Contracts

Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. The Company shall not, and shall not permit any other Company Party or any of its or their Subsidiaries to: (a) enter into any voting agreement, voting trust, irrevocable proxy or other agreement limiting or otherwise affecting the voting rights of the Capital Stock of any Company Party (other than the Investor Rights Agreement); (b) extend, refinance, renew, replace, restructure, exchange or refund any Indebtedness; provided, however, that the Company may at any time refinance the principal balance of all Senior Indebtedness then outstanding and owing to the Senior Lender, up to the maximum amount of such principal balance, with a bank or similar financial institution pursuant to then-existing “market” terms and conditions for a “formula-based,” “asset-based” revolving credit facility, provided that (i) the maximum principal amount of such credit facility shall not be greater than $17,000,000, (ii) the interest rate that would be charged under such credit facility would not be materially greater than the highest rate that historically was charged under the “asset-based” portion of the UBOC Credit Agreement, and (iii) after giving effect to such refinancing, the terms of subordination which would apply to the Indebtedness evidenced by the Notes would be no less favorable to the Purchaser than those existing at such time under the Intercreditor Agreement; (c) (i) amend, supplement, restate or otherwise modify any agreement, instrument or other document evidencing any Indebtedness (other than the Senior Credit Documents in connection with a refinancing of Senior Indebtedness owing thereunder or as permitted by the Intercreditor Agreement), or request a waiver of any term or provision contained therein; or (ii) subject to the proviso set forth in Section 9.10(b), amend, supplement or otherwise modify any Senior Credit Document in connection with any refinancing, renewal, replacement, restructuring, exchange or refunding of any Senior Indebtedness owing thereunder; (d) cancel or terminate (or consent to or accept any cancellation or termination of) any Material Contract, including any agreement, instrument or other document evidencing any Indebtedness (but expressly excluding the Senior Credit Documents), amend or otherwise modify any Material Contract (other than the Senior Credit Documents) or give any consent, waiver or approval thereunder, waive any breach of or default under any such Material Contract, or take any action in connection with any such Material Contract that would impair the value of the interests or rights of any Company Party or Subsidiary thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any other Investment Document; or (e) adopt or approve any stockholder rights plan or similar plan or arrangement.

Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. The Company shall not, and shall not permit any other Company Party or any of its or their Subsidiaries to: (a) enter into any voting agreement, voting trust, irrevocable proxy or other agreement limiting or otherwise affecting the voting rights of the Capital Stock of any Company Party (other than the Investor Rights Agreement); (b) extend, refinance, renew, replace, restructure, exchange or refund any Indebtedness; provided, however, that the Company may at any time refinance the principal balance of refinance, renew, replace, restructure, exchange or refund all Senior Indebtedness then outstanding and owing to under the Senior Lender, up to the maximum amount of such principal balance, with a bank or similar financial institution pursuant to then-existing “market” terms and conditions for a “formula-based,” “asset-based” revolving credit facility, provided that (i) the maximum principal amount of such credit facility shall not be greater than $17,000,000, (ii) the interest rate that would be charged under such credit facility would not be materially greater than the highest rate that historically was charged under the “asset-based” portion of the UBOC Credit Agreement, and (iii) after giving effect to such refinancing, Documents if the terms of subordination which would apply to the Indebtedness evidenced by the Notes Note, after giving effect to such refinancing, renewal, replacement, restructuring, exchange or refunding, would be no less favorable to the Purchaser than those existing at such time under set forth in the Intercreditor Agreement; (c) (i) amend, supplement, restate or otherwise modify any agreement, instrument or other document evidencing any Indebtedness (other than the Senior Credit Documents in connection with a refinancing of Senior Indebtedness owing thereunder or as permitted by the Intercreditor Agreement), or request a waiver of any term or provision contained therein; or (ii) subject to the terms of the Intercreditor Agreement and the proviso set forth in Section 9.10(b), amend, supplement or otherwise modify any Senior Credit Document in connection with any refinancing, renewal, replacement, restructuring, exchange or refunding of any Senior Indebtedness owing thereunder; (d) cancel or terminate (or consent to or accept any cancellation or termination of) any Material Contract, including any agreement, instrument or other document evidencing any Indebtedness (but expressly excluding the Senior Credit Documents), amend or otherwise modify any Material Contract (other than the Senior Credit Documents) or give any consent, waiver or approval thereunder, waive any breach of or default under any such Material Contract, or take any action in connection with any such Material Contract that would impair the value of the interests or rights of any Company Party or Subsidiary thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any other Investment Document; or (e) adopt or approve any stockholder rights plan or similar plan or arrangement.

Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. The Company shall not, and shall not permit any other Company Party or any of its or their Subsidiaries to: (a) enter into any voting agreement, voting trust, irrevocable proxy or other agreement limiting or otherwise affecting the voting rights of the Capital Stock of any Company Party (other than the Investor Rights Agreement); (b) extend, refinance, renew, replace, restructure, exchange or refund any Indebtedness; provided, however, that the Company may at any time refinance the principal balance of refinance, renew, replace, restructure, exchange or refund all Senior Indebtedness then outstanding and owing to indebtedness existing under the Senior Lender, up to the maximum amount of such principal balance, with a bank or similar financial institution pursuant to then-existing “market” terms and conditions for a “formula-based,” “asset-based” revolving credit facility, provided that (i) the maximum principal amount of such credit facility shall not be greater than $17,000,000, (ii) the interest rate that would be charged under such credit facility would not be materially greater than the highest rate that historically was charged under the “asset-based” portion of the UBOC Credit Agreement, and (iii) after giving effect to such refinancing, Documents if the terms of subordination which would apply to the Indebtedness evidenced by the Notes Note after giving effect to such refinancing, renewal, replacement, restructuring, exchange or refunding would be no less favorable to the Purchaser than those existing at such time under set forth in the Intercreditor Agreement; (c) (i) amend, supplement, restate or otherwise modify any agreement, instrument or other document evidencing any Indebtedness (other than the Senior Credit Documents in connection with a refinancing of Senior senior Indebtedness owing thereunder or as permitted by the Intercreditor Agreementthereunder), or request a waiver of any term or provision contained therein; , or (ii) subject to the proviso set forth in Section 9.10(b), amend, supplement or otherwise modify any Senior Credit Document in connection with any extension, refinancing, renewal, replacement, restructuring, exchange or refunding of any Senior Indebtedness owing thereunder; (d) cancel or terminate (or consent to or accept any cancellation or termination of) any Material Contract, including any agreement, instrument or other document evidencing any Indebtedness (but expressly excluding the Senior Credit Documents), amend or otherwise modify any Material Contract (other than the Senior Credit Documents) or give any consent, waiver or approval thereunder, waive any breach of or default under any such Material Contract, or take any action in connection with any such Material Contract that would impair the value of the interests or rights of any Company Party or Subsidiary thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any other Investment Document; or (e) adopt or approve any stockholder shareholder rights plan or similar plan or arrangement.