Common use of Complete Agreement; Modification of Agreement Clause in Contracts

Complete Agreement; Modification of Agreement. This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Required Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each affected Lender and Agent, (a) extend the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or reduce the principal amount thereof, or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.

Complete Agreement; Modification of Agreement. This Agreement and the other The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsand, commitments, understandings or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof except as the Lender may be changedpermitted by the UCC, waivedmay not be modified, discharged altered or terminated unless such change, waiver, discharge or termination is amended except by an agreement in writing signed by Required Lenders; provided Borrower and Lender. Borrower may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrower hereby consents to Lender's and each Assignee Lender's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, Lender's and each Assignee Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Borrower agrees that no such changeit will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or of any portion thereof or interest therein, waiverincluding, discharge without limitation, assistance in the preparation of appropriate disclosure documents or termination placement memoranda. In the event Lender or any Assignee Lender assigns or otherwise transfers all or any part of the Notes, Borrower shall, without upon the consent request of each affected Lender or such Assignee Lender, issue new Notes to effectuate such assignment or transfer. Lender may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person all or a portion of its rights and obligations under any Note or other Loan Document held by such Lender and Agentthis Agreement; PROVIDED, (a) extend HOWEVER, that the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or reduce the principal amount thereof, or increase the Revolving Credit Commitment acceptance of such Lender over assignment by any assignees shall constitute the amount thereof then in effect (it being understood that a waiver agreement of any Default shall not constitute a change in such assignee to be bound by the terms of any Revolving Credit Commitment such agreement applicable to Lender. From and after the effective date of any Lender)such an assignment, (bx) release the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignors thereunder shall relinquish its rights and be released from its obligations under the Loan Document to the extent of the rights and obligations that are assigned (and, in the case of an assignment and acceptance covering all or substantially all the remaining portion of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any of its an assigning Lender's rights and obligations under this Agreement, (f) increase such Lender shall cease to be a party hereto). No waiver of any provision of this Agreement or the advance rate above those for Eligible Inventory set forth Notes or any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the definition of Borrowing Base (other than specific instance and for the increases specifically provided specific purpose for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreementwhich given.

Complete Agreement; Modification of Agreement. (a) This Transfer Agreement and the other Loan Related Documents constitute the complete agreement between among the parties hereto with respect to the subject matter here of and thereof, supersede the Existing Transfer Agreement and all other prior agreements and understandings relating to the subject matter hereof and thereof thereof; provided, however, that nothing contained in this Transfer Agreement shall constitute a novation of, or impair or limit any ownership or security interests heretofore transferred or granted by MRFC under any of the Existing Transfer Agreement. This Transfer Agreement and supersede all prior agreementsthe other Related Documents may not be modified, commitmentsaltered or amended except as set forth in this Section 14.06 and Section 14.07. (b) No amendment, understandings modification, termination or inducements (oral waiver of any provision of this Transfer Agreement or writtenany of the other Related Documents, expressed or implied). Neither this Agreement nor any other Loan Document nor consent to any terms hereof departure by MRFC or thereof may the Master Servicer therefrom, shall in any event be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed by Required Lendersthe Requisite Purchasers, the Administrative Agent, MRFC and the Master Servicer; provided that that no such changeamendment, waivermodification, discharge termination or termination waiver shall, without the consent of each affected Lender and AgentPurchaser, (ai) increase the Maximum Purchase Limit (which shall be deemed to affect all Purchasers) other than in accordance with Section 2.02(d), (ii) extend the Commitment Final Purchase Date, the Facility Termination Date, or the required date of payment on or deposit into the Collection Account of Collections by MRFC or Master Servicer, (iii) reduce the rate or extend the time of payment of interest Daily Yield or Unused Commitment Fee, (other than as a result iv) change the amount of waiving the applicability Capital Investment of any post-default increase in interest rates) thereon or fees or reduce the principal amount thereof, or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral Purchaser (except as expressly permitted contemplated by the Loan DocumentsSection 2.03(c)), any Purchaser’s Pro Rata Share of the Purchaser Interests or any Purchaser’s Commitment, (cv) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders“Requisite Purchasers” or this Section 14.06, (evi) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in change the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of “Availability”, “Concentration Discount Amount”, “Eligible InventoryReceivable”, “Investment Base”, “Dynamic Advance Rate”, “Reserve”, or (g) “Special Limit” if the effect of such change is to increase the amount of the Maximum Overadvance. No Investment Base, (vii) amend or modify any provision of Section 9 may be amended without 2.02(d) or Section 6.04, (viii) release any material portion of the prior written Transferred Receivables or MRFC from the Purchaser Interest or any Liens of the Administrative Agent or the Purchasers under any Related Document except in accordance with the terms and conditions of such Related Document, or (ix) amend or modify any defined term (or any defined term used directly or indirectly in any such defined term) used in clauses (i) through (viii) above in any manner that would circumvent the intention of the restrictions set forth in such clauses. Notwithstanding any provision of this Section 14.06 to the contrary, any increase of the Maximum Purchase Limit by way of an Accordion Activation pursuant to Section 2.02(d) shall require only the consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required those Existing Purchasers opting to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) increase their Commitments pursuant to the terms and conditions of Section 2.02(d) as well as the agreement of any Additional Purchasers needed in order to permit all conditions to such Accordion Activation to be fulfilled and nothing in this Agreement shall be deemed to require, as a cash collateral order or stipulation condition to the extent otherwise required by effectiveness of any Accordion Activation, the terms consent of this Agreementany Existing Purchaser not opting to increase its Commitment pursuant to the Accordion Activation.

Complete Agreement; Modification of Agreement. This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Required Lenders; provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each affected Lender and Agent, (a) extend the Commitment Termination Datescheduled final maturity of any Revolving Credit Advance, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or reduce the principal amount thereof, or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section SECTION 11.1, or Section SECTION 1.9, . 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, Agreement or (f) increase the advance rate above those 65% for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth Base. Any Lender which does not consent to an increase in the definition Aggregate Revolving Credit Commitment as contemplated by clause (a) above, agrees that any other Lender or Lenders shall have the right to purchase in accordance with SECTION 10.2(b) all of Eligible Inventorysuch non-consenting Lender's Revolving Credit Commitment, or (g) increase the amount Revolving Credit Advances and Letter of the Maximum OveradvanceCredit Obligations at their par value. No provision of Section SECTION 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s 's consent. The foregoing is in no way meant to limit any Lender’s 's obligation to make extensions of credit to Borrower (or its debtor-in-in- possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.

Complete Agreement; Modification of Agreement. This Agreement and the other (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsmay not be modified, commitments, understandings altered or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is amended except by an agreement in writing signed by Required Lenders; provided that no such changeBorrower, waiverthe Agent and each Lender in accordance with Section 10.1(d) hereof. Borrower may not sell, discharge assign or termination shalltransfer any of the Loan Documents or any portion thereof, including, without the consent of each affected Lender limitation, Borrower's rights, title, interests, remedies, powers and Agent, duties hereunder or thereunder. (a) extend In the Commitment Termination Date, event any Lender assigns or reduce the rate otherwise transfers all or extend the time of payment of interest (other than as a result of waiving the applicability any part of any post-default increase in interest rates) thereon or fees or reduce Note, Borrower shall, upon the principal amount thereof, or increase the Revolving Credit Commitment request of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), issue new Notes to effectuate such assignment or transfer. (b) release Each Lender may sell, assign, transfer or negotiate to one or more other lenders, commercial banks insurance companies, other financial institutions or any other Person all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any a portion of its rights and obligations under any Note held by Lender and this 1998 Credit Agreement. From and after the effective date of such an assignment, the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment, relinquish its rights and be released from its obligations under the Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this 1998 Credit Agreement, such Lender shall cease to be a party hereto). (fc) increase No amendment or waiver of any provision of this 1998 Credit Agreement or any Notes or any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the advance rate above those for Eligible Inventory set forth same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the definition specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby do any of Borrowing Base the following: (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (gi) increase the amount of Lender's commitment to make Loans hereunder or subject such Lender to any additional obligations, (ii) reduce the Maximum Overadvance. No provision principal of, or interest on, any Note or other amounts payable hereunder, (iii) postpone any date fixed for any payment of principal of, or interest on, any Note or other amounts payable hereunder, (iv) change the aggregate unpaid principal amount of any Note, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder, (v) release or discharge any Person liable for the performance of any obligations of any Loan Party hereunder or under any of the Loan Documents, or (vi) amend this Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt10.1(c); and provided, it is understood and agreed further, however, that no Lender will be required to participate amendment, waiver or consent shall, unless in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation writing and signed by all Lenders holding Notes, increase the amount of the commitment to make extensions of credit to Borrower (Loan. hereunder; and provided, further, however, that no amendment, waiver or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation consent shall unless in writing and signed by any such Lender in addition to the extent otherwise Required Lenders required by above to take such action, affect the terms rights or duties of any such Lender under this 1998 Credit Agreement, any Term Note or any Loan Document.

Complete Agreement; Modification of Agreement. ​ (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under ​ ​ this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: ​ (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; ​ (ii) increase the Revolving Credit Closing Date Term Loan Commitment or Delayed Draw Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; ​ (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then of, the interest rate on, or any obligation of Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest payable to such Lender; ​ (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in effect whole or in part, of principal of or interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Closing Date Term Loan Commitment or Delayed Draw Term Loan Commitment; provided, however, that this clause (it being understood that a waiver iv) does not apply to any change to Mandatory Prepayments, including those required under Section 1.2, or to the application of any Default shall not constitute a change payment, including as set forth in the terms of any Revolving Credit Commitment of any Lender)Section 1.8; ​ (v) except as provided in Section 9.10, (b) release all or substantially all of the Collateral or any Guarantor from its guarantee of any Obligation of Borrower; (except as expressly permitted by vi) reduce or increase the Loan Documents), proportion of Lenders required for the Lenders (cor any subset thereof) amend, modify to take any action hereunder or waive any provision change the definition of the term “Required Lenders”; ​ (vii) amend Section 10.14 or this Section 11.110.1; ​ (viii) enter into, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, amend or otherwise modify, any agreement or arrangement with another Person, the effect of which entering into, amendment or modification is to either (A) subordinate the payment of the Obligations to the payment of any indebtedness, liabilities or other obligations held by any other Person, or (B) subordinate the Lien securing the Obligations to any Lien held by any other Person as security for any indebtedness, liabilities or other obligations held by any other Person; provided, however, that this clause (viii) shall not apply to any payment subordination or Lien subordination effected in connection with the making of Protective Advances under this Agreement, that are approved by both Agent and Co-Lead Arranger, in an amount not exceeding 10% of the aggregate principal amount of the Term Loans then outstanding; ​ and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 1.8 to, and any modification of the application of any such payment to the Term Loan shall require the consent of the Required Lenders, and (B) any change to the definition of the term “Required Lenders” shall require the consent of the Required Lenders, (ey) no amendment, waiver or consent to shall affect the assignment rights or transfer by Borrower of duties ​ ​ under any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible InventoryLoan Document of, or any payment to, Agent (g) increase the amount of the Maximum Overadvance. No or otherwise modify any provision of Section 9 may be amended without or the prior written application thereof) unless in writing and signed by Agent in addition to any signature otherwise required and (z) the consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will Borrower shall not be required to participate change any order of priority set forth in Section 1.8. ​ (c) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a debtor-in-possession financing without waiver thereof, nor shall any single or partial exercise of any such Lender’s consent. The foregoing is in no way meant to limit right preclude any Lender’s obligation to make extensions other or further exercise thereof or the exercise of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreementany other right.

Complete Agreement; Modification of Agreement. This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied), including the Commitment Letter. Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Required Lenders; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each affected Lender and Agent, : (a) extend the Commitment Termination Datescheduled final maturity of the Revolving Credit Loan, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default Default or Event of Default increase in interest rates) thereon or fees Fees, or reduce the principal amount thereof, or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), ; (b) release all Collateral with a fair market value of more than $250,000, or substantially all of the Collateral (except as expressly permitted by the Loan Documents), Equivalent Amount in any year; (c) amend, modify or waive any provision of this Section 11.1Section, or Section 1.91.11, 1.12 or 1.16, 9.5, 11.2 or 11.7; (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, ; or (e) consent to the assignment or transfer by Borrower any Loan Party of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.

Complete Agreement; Modification of Agreement. (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then of, the interest rate on, or any obligation of Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision increasing any interest rate or Fee during the continuance of a Default or to any payment of any such increase; (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in effect whole or in part, of principal of or interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Term Loan Commitment; provided, however, that this clause (it being understood iv) does not apply to any change to Mandatory Prepayments, including those required under Section 1.2, or to the application of any payment, including as set forth in Section 1.8; (v) except as provided in Section 9.10, release any material portion of the Collateral or any Guarantor from its guarantee of any Obligation of Borrower; (vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the term “Required Lenders”; or (vii) amend Section 10.14 or this Section 10.1; and provided, further, that a (x)(A) any waiver of any Default payment applied pursuant to Section 1.8 to, and any modification of the application of any such payment to the Term Loan shall require the consent of the Required Lenders, and (B) any change to the definition of the term “Required Lenders” shall require the consent of the Required Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Agent (or otherwise modify any provision of Section 9 or the application thereof) unless in writing and signed by Agent in addition to any signature otherwise required and (z) the consent of Borrower shall not constitute a be required to change any order of priority set forth in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), Section 1.8. (c) amendAnything in this Section 9.2 to the contrary notwithstanding, modify any amendment, modification, waiver, consent, termination, or waive release of, or with respect to, any provision of this Section 11.1Agreement or any other Loan Document that relates only to the relationship of the Lenders among themselves, and that does not affect the rights or Section 1.9obligations of Borrower, 1.12 shall not require consent by or 9.5the agreement of Borrower; provided, however, that Agent shall promptly give notice to Borrower of any agreement pursuant to this provision. (d) reduce Each waiver or consent under any percentage specified inLoan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar or otherwise modify, other circumstances. No failure on the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of its rights and obligations under this Agreement, (f) increase any such right preclude any other or further exercise thereof or the advance rate above those for Eligible Inventory set forth in the definition exercise of Borrowing Base (any other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreementright.

Complete Agreement; Modification of Agreement. (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Closing Date Term Loan Commitment or Delayed Draw Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then in effect of, the interest rate on, or any obligation of Borrower to repay (it being understood whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision increasing any interest rate or Fee during the continuance of a waiver Default or to any payment of any Default shall such increase; (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Closing Date Term Loan Commitment or Delayed Draw Term Loan Commitment; provided, however, that this clause (iv) does not constitute a apply to any change in to Mandatory Prepayments, including those required under Section 1.2, or to the terms application of any Revolving Credit Commitment of any Lender)payment, including as set forth in Section 1.8; (bv) except as provided in Section 9.10, release all or substantially all of the Collateral or any Guarantor from its guarantee of any Obligation of Borrower; (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (dvi) reduce or increase the proportion of Lenders required for the Lenders (or any percentage specified in, subset thereof) to take any action hereunder or otherwise modify, change the definition of the term “Required Lenders”; or (vii) amend Section 10.14 or this Section 10.1; and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 1.8 to, and any modification of the application of any such payment to the Term Loan shall require the consent of the Required Lenders, and (B) any change to the definition of the term “Required Lenders” shall require the consent of the Required Lenders, (ey) no amendment, waiver or consent to shall affect the assignment rights or transfer by Borrower of duties under any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible InventoryLoan Document of, or any payment to, Agent (g) increase the amount of the Maximum Overadvance. No or otherwise modify any provision of Section 9 may be amended without or the prior written application thereof) unless in writing and signed by Agent in addition to any signature otherwise required and (z) the consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will Borrower shall not be required to participate change any order of priority set forth in Section 1.8. (c) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a debtor-in-possession financing without waiver thereof, nor shall any single or partial exercise of any such Lender’s consent. The foregoing is in no way meant to limit right preclude any Lender’s obligation to make extensions other or further exercise thereof or the exercise of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreementany other right.

Complete Agreement; Modification of Agreement. (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agentthe Credit Parties party hereto, and (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then of, the interest rate on, or any obligation of Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision increasing any interest rate during the continuance of a Default or to any payment of any such increase; (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in effect whole or in part, of principal of or interest on any Term Loan owing to such Lender or for the reduction of such Lender’s Term Loan Commitment; provided, however, that this clause (it being understood iv) does not apply to the application of any payment, including as set forth in Section 1.8; (v) except as provided in Section 9.10, release any material portion of the Collateral or any Guarantor from its guarantee of any Obligation of Borrower; (vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the term “Required Lenders”; or (vii) amend Section 10.14 or this Section 10.1; and provided, further, that a (x)(A) any waiver of any Default payment applied pursuant to Section 1.8 to, and any modification of the application of any such payment to the Term Loan shall require the consent of the Required Lenders, and (B) any change to the definition of the term “Required Lenders” shall require the consent of the Required Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Agent (or otherwise modify any provision of Section 9 or the application thereof) unless in writing and signed by Agent in addition to any signature otherwise required and (z) the consent of Borrower shall not constitute a be required to change any order of priority set forth in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), Section 1.8. (c) amendAnything in this Section 9.2 to the contrary notwithstanding, modify any amendment, modification, waiver, consent, termination, or waive release of, or with respect to, any provision of this Section 11.1Agreement or any other Loan Document that relates only to the relationship of the Lenders among themselves, and that does not affect the rights or Section 1.9obligations of Borrower, 1.12 shall not require consent by or 9.5the agreement of Borrower; provided, however, that Agent shall promptly give notice to Borrower of any agreement pursuant to this provision. (d) reduce Each waiver or consent under any percentage specified inLoan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar or otherwise modify, other circumstances. No failure on the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of its rights and obligations under this Agreement, (f) increase any such right preclude any other or further exercise thereof or the advance rate above those for Eligible Inventory set forth in the definition exercise of Borrowing Base (any other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreementright.

Complete Agreement; Modification of Agreement. This Agreement and the other The Loan Documents --------------------------------------------- constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Required Lendersthe Lender; provided that no -------- such change, waiver, discharge or termination shall, without the consent of each affected Lender and Agentthe Lender, (ai) extend the Commitment Termination Datescheduled final maturity of the Term Loan or any Acquisition Line Advance, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or reduce the principal amount thereof, or increase the Revolving Credit Acquisition Line Commitment of such the Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Acquisition Line Commitment of any the Lender), (bii) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), (ciii) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (div) reduce any ------------ percentage specified in, or otherwise modify, the definition of Required Lenders, the Lender or (ev) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended --------- without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such the Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.

Complete Agreement; Modification of Agreement. This Agreement and the other The Loan Documents ---------------------------------------------- constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsmay not be modified, commitmentsaltered, understandings or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is amended except by an agreement in writing signed by Required Borrower and the Requisite Lenders, except as provided below. No amendment or waiver of any provision of this Agreement or any Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Requisite Lenders; provided provided, that no to the extent such changeamendment, waiverconsent, discharge or termination shall-------- waiver would do any of the following, without it shall not be effective unless signed by all of the consent of each affected Lender and Agent, Lenders: (ai) extend the Commitment Termination Date, final maturity date for payment of the Revolving Loan or the Term Loan or the due date for any installment payment of principal with respect to the Term Loan; (ii) reduce the interest rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase interest payable in interest ratesconnection with mandatory prepayments under Section 2.3) thereon or fees Fees payable under this Agreement or reduce the amount of principal amount thereof, or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any of its rights and obligations Fees payable under this Agreement, ; (fiii) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase change the amount of the Maximum OveradvanceRevolving Loan; (iv) change the definitions of Borrowing Base or Fixed Assets (or any defined term used therein) or make any change in Sections 2.3 or 10.3; (v) release all or a substantial portion of the Collateral; (vi) change the definition of "Requisite Lenders" or change this Section 13.1; (vii) subordinate the priority of any lien or security interest covering a material portion of collateral; (viii) make a material change in any indemnity provided to any Lender; and (ix) increase the interest rate or fees under, accelerate the payment of any portion of, or modify or waive the subordination provisions with respect to, the Subordinated Debt. No Notwithstanding the foregoing, (i) any amendment that would result in a change in the duties, rights, or obligations of Agent shall not be effective unless signed by Agent, and (ii) any provision of Section 9 this Agreement setting forth rights and duties of Lenders vis-a-vis each other or the rights and duties of Lenders vis-a-vis Agent may be amended modified by Lenders and Agent without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this AgreementBorrower.

Complete Agreement; Modification of Agreement. This Agreement and the --------------------------------------------- other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied), including the commitment letter dated June 7, 1996 and accepted by Seven-Up/RC on July 19, 1996. Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Required Lenders; provided provided, that no such change, waiver, discharge or -------- termination shall, without the consent of each affected Lender and Agent, (a) extend the Commitment Termination Datescheduled final maturity of the Revolving Credit Loan, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default Default increase in interest rates) thereon or fees Fees, or reduce the principal amount thereof, or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all more than $5,000,000 in value of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1Section, or Section 1.91.8, 1.12 9.5, 11.2 or 9.511.7, (d) reduce any ------------------------------ percentage specified in, or otherwise modify, the definition of Required Lenders, or (e) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be --------- amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.

Complete Agreement; Modification of Agreement. This Agreement The Loan Documents, the Fee Letter and the other Loan Documents Side Letter constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Required Lenders; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each affected Lender and Agent, (ai) extend the Commitment Termination Datescheduled final maturity of any Revolving Credit Advance, or any 75 portion thereof, or reduce the rate or extend the time of payment of interest thereon or fees (other than as a result of waiving the applicability of any post-default increase in interest ratesrates or Fees) thereon or fees or reduce the principal amount thereof, or increase the advance rate percentages contained in the term "Borrowing Base", or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), (bii) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), (ciii) amend, modify or waive any provision of this Section 11.1Section, or Section 1.9, 1.12 or 1.15, 9.5, 11.2 or 11.7, (div) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, Lenders or (ev) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.

Complete Agreement; Modification of Agreement. This Agreement and the other The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsand, commitments, understandings or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof except as the Lender may be changedpermitted by the UCC, waivedmay not be modified, discharged altered or terminated unless such change, waiver, discharge or termination is amended except by an agreement in writing signed by Required Lenders; provided Borrower and Lender. Borrower may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrower hereby consents to Lender's and each Assignee Lender's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, Lender's and each Assignee Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Borrower agrees that no such changeit will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or of any portion thereof or interest therein, waiverincluding, discharge without limitation, assistance in the preparation of appropriate disclosure documents or termination placement memoranda. In the event Lender or any Assignee Lender assigns or otherwise transfers all or any part of the Notes, Borrower shall, without upon the consent request of each affected Lender or such Assignee Lender, issue new Notes to effectuate such assignment or transfer. Lender may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person all or a portion of its rights and obligations under any Note or other Loan Document held by such Lender and Agentthis Agreement; provided, (a) extend however, that the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or reduce the principal amount thereof, or increase the Revolving Credit Commitment acceptance of such Lender over assignment by any assignees shall constitute the amount thereof then in effect (it being understood that a waiver agreement of any Default shall not constitute a change in such assignee to be bound by the terms of any Revolving Credit Commitment such agreement applicable to Lender. From and after the effective date of any Lender)such an assignment, (bx) release the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignors thereunder shall relinquish its rights and be released from its obligations under the Loan Document to the extent of the rights and obligations that are assigned (and, in the case of an assignment and acceptance covering all or substantially all the remaining portion of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any of its an assigning Lender's rights and obligations under this Agreement, (f) increase such Lender shall cease to be a party hereto). No waiver of any provision of this Agreement or the advance rate above those for Eligible Inventory set forth Notes or any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the definition of Borrowing Base (other than specific instance and for the increases specifically provided specific purpose for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreementwhich given.

Complete Agreement; Modification of Agreement. This Agreement and the other (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsmay not be modified, commitments, understandings altered or inducements (oral or written, expressed or implied). Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Required Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each affected Lender and Agent, (a) extend the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or reduce the principal amount thereof, or increase the Revolving Credit Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (amended except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition Section 11.2. Any letter of Borrowing Base interest, commitment letter, fee letter (other than the increases specifically provided for Fee Letter) or confidentiality agreement, if any, between any Credit Party and Administrative Agent or any Lender or any of their respective Affiliates, predating this Agreement and relating to a financing of substantially similar form, purpose or effect shall be superseded by this Agreement other than (i) with respect to the Commitment Letter, the provisions set forth therein which by their terms expressly survive the execution and delivery of the Existing Credit Agreement and the other Loan Documents, (ii) the Fee Letter and (iii) the Syndication Letter (as defined in the Commitment Letter), each of which shall continue to be binding obligations of the parties. (b) On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrower of the "Obligations" under and as defined therein (whether or not such "Obligations" are contingent as of the Effective Date), (ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such definitionExisting Credit Agreement); provided that references to the term of this Agreement or similar references (including, without limitation, references to periods from the Closing Date through any date) refer to the period beginning on the Closing Date and ending on the Termination Date or that make less restrictive the nondiscretionary criteria for exclusion such other date, as applicable. The amendments and restatements set forth herein shall not cure any breach or any "Default" or "Event of Default" under and as defined in the definition of Eligible Inventory, or (g) increase Existing Credit Agreement existing prior to the amount date hereof. This Agreement is not in any way intended to constitute a novation of the Maximum Overadvance. No provision obligations and liabilities existing under the Existing Credit Agreement or evidence payment of Section 9 may be amended without the prior written consent all or any portion of Agent. For avoidance of doubt, it is understood such obligations and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreementliabilities.