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. (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness 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 (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (other than Indebtedness described in clauses (c), (d), (e) or (h) of the definition of Permitted Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for the dates upon which payments Obligations, make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or increase the principal amount ofrefund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse except to the Borrower extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), make any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerpayment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof (or the any subordination terms agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 7.02(c) and (5B) days change its name upon at least 10 Business Days' prior written notice (by the Borrower to the Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Collateral Agent's Liens; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or any Agent and any Lender.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for (1) the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; Obligations and (iii2) change in a manner materially adverse subject to the Borrower terms of the Intercompany Subordination Agreement, any event Indebtedness constituting Permitted Intercompany Investments, (A) make any voluntary or optional payment (including, without limitation, any payment of default interest in cash that, at the option of the issuer, may be paid in cash or add in kind), prepayment, redemption, defeasance, sinking fund payment or make more restrictive other acquisition for value of any covenant of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any PCC Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made (iother than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunderany material respect. (bii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing except for the Lender not less than five (5) days prior written notice (or such shorter notice as Obligations and the Lender may consent to in writing in its sole discretion).Unpaid Taxes, (cA) Without not less than five make any voluntary or optional payment (5) days prior written consent including, without limitation, any payment of interest in cash that, at the option of the Lenderissuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness, including, for the avoidance of doubt, the Existing Second Lien Credit Facility (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness), (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Existing Warrants, any Subordinated Indebtedness, or any Existing Earn-Out Obligations, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, notice with respect to any of the foregoing; provided, that notwithstanding anything to the contrary contained herein, (1) so long as, immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the First Lien Leverage Ratio of Holdings and its Equity Interests, or enter into any new agreement with respect Subsidiaries does not exceed 2.50 to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or 1.00 (in the aggregatecase of clause (y) below, are not adverse calculated on a pro forma basis after giving effect to the Lender related Equity Issuance and could the application of the proceeds thereof), (y) Holdings and its Subsidiaries are in compliance of each of the financial covenants contained in Section 7.03, and (z) no Event of Default has occurred and is continuing, this clause (ii) shall not reasonably be expected deemed to result in a Material Adverse Change.restrict any payments, prepayments, repayments, repurchases or redemptions of:

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

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

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness with an outstanding aggregate principal amount in excess of $100,000 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse in any material respect to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for the dates upon which payments Obligations, (A) make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or increase other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the principal amount oftrustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any 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 the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness 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 (i) 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 on applicable to such Indebtedness; , would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) accelerate except for the dates upon which payments Obligations, make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its 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 increase the principal amount ofrefund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse except to the Borrower extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), make any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerpayment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof (or the any subordination terms agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunderforegoing. (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (number or such shorter notice as the Lender may consent to in writing in its sole discretion).FEIN; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests; or (v) amend, except modify or otherwise change any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeTransaction Document.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Subordinated Indebtedness (other than the Subordinated Borrower Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) would change in a manner adverse to the Borrowerany subordination provision, the prepaymentif any, redemption or put provisions of such Indebtedness; or would otherwise be adverse to the Lenders or the issuer of such Subordinated Indebtedness in any respect, (vii) (A) except to the extent permitted by the terms of the Subordination Agreement, amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Subordinated Borrower Note (as in effect on the Restatement Effective Date); or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness, including any payments or prepayments of principal (including through any redemption, purchase, defeasance, acquisition or retirement thereof), premium, fees or interest in respect thereof in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided that the Borrower may make such payments or prepayments of principal in respect of the Subordinated Borrower Indebtedness to the extent expressly permitted by the Subordination Agreement to which the Borrower is a party, (iii) make any voluntary or the subordination terms optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any guaranty thereofof its or its Subsidiaries’ Subordinated Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such indebtedness when due), if any; or (vi) change refund, refinance, replace or amend exchange any other term if Subordinated Indebtedness for any such Subordinated Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or amendment would increase the obligations equity securities or similar event, or give any notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing, (biv) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 6.02(c) and (5B) days change its name upon at least 30 days’ prior written notice (by the Borrower to the Administrative Agent of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Liens of the applicable Collateral Agent, (cv) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (v) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, (vi) Reserved, (vii) (A) amend, modify or otherwise change any MLP Document, or enter into any new agreement with respect to the MLP, except in the ordinary course of business and on terms no less favorable to the Borrower and its Subsidiaries than would be obtainable in a comparable arm’s‑length transaction with a Person that is not an Affiliate thereof, and any other amendments, modifications or changes or any such new agreements that either individually or in the aggregate could not reasonably be expected to be adverse in any material respect to the Lenders or (B) amend, modify or otherwise change the MLP Partnership Agreement, except any such amendments, modifications or changes that either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (viii) amend, modify or otherwise change the Platinum Consignment Agreement to increase the Indebtedness thereunder to more than $17,500,000 or in any manner which is adverse to the Lenders in any material respect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Subordinated Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially , would be adverse to the Borrower any event of default Lenders or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions issuer of such Indebtedness; (v) change Indebtedness in any material respect or would otherwise be in violation of the subordination provisions thereof or any subordination agreement with respect thereto; (ii) except for the Obligations, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the subordination terms option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any guaranty thereof)of its or its Subsidiaries' Subordinated Indebtedness (including, if any; without limitation, by way of depositing money or (vi) change or amend securities with the trustee therefor before the date required for the purpose of paying any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder portion of such Indebtedness in a manner adverse when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness in violation of the Lendersubordination provisions thereof or any subordination agreement with respect thereto, or, except in as otherwise contemplated by this Agreement, make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 7.02(c) and (5B) days change its name upon at least 10 Business Days' prior written notice (by the Administrative Borrower to the Collateral Agent of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Collateral Agent's Liens; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Indebtedness 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 (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Date, would increase the interest rate on 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) accelerate except for the dates upon which payments of principal Obligations, make any voluntary or interest are due onoptional payment, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations Indebtedness of the obligor Issuer or confer additional material rights on any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, (A) amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in writing in its sole discretionaccordance with Section 7.02(c). , or (cB) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, it with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not (in the Agent’s reasonable judgment) reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness 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 (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Date, would increase the interest rate on 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) accelerate except for the dates upon which payments of principal Obligations, make any voluntary or interest are due onoptional payment, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof)Indebtedness (including, if any; without limitation, by way of depositing money or (vi) change or amend securities with the trustee therefor before the date required for the purpose of paying any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, (A) amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in writing in its sole discretion). accordance with Section 7.02 (c), or (B) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, it with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not (in the Agent’s reasonable judgment) reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Company shall not, and shall not permit any of its Subsidiaries to (ai) Amendamend, modify or otherwise change the Budget or any other statement, budget, forecast, projection and operating plan and report delivered to the Lenders, unless approved by its Board of Directors and the Majority Lenders; (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to any respect, (iii) except for the Borrower Obligations, make any voluntary or the Lenderoptional payment, except in the case prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of this Section 7.7(a), if the incurrence any of such its or its Subsidiaries' Indebtedness, upon such amended termsor refund, is not prohibited hereunder. refinance, replace or exchange any Indebtedness, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (biv) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameorganizational documents, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5v) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to material provision of any of its Equity InterestsMaterial Contract, or enter into accelerate, terminate or cancel any new agreement with respect to any Material Contract other than at the direction of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeBoard of Directors.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Material Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Material Indebtedness if such amendment, modification or change would (i) shorten the final maturity or average life to maturity, or require any amortization or other mandatory payment to be made earlier than the date originally scheduled on, such Material Indebtedness, would increase the interest rate on applicable to such Material Indebtedness; (ii) accelerate the dates upon which payments of principal , would add any covenant or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerdefault, the prepayment, redemption or put provisions of such Indebtedness; (v) would change the subordination provisions thereof (thereof, or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner otherwise be adverse to the Borrower Lenders in any material respect; (ii) except for the Obligations, (A) make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the Lenderoption of the issuer, except may be paid in the case of this Section 7.7(acash or in kind), if prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Material Indebtedness (including, without limitation, by way of depositing money or securities with the incurrence trustee therefor before the date required for the purpose of paying any portion of such Material Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Material Indebtedness (other than with respect to Permitted Refinancing Indebtedness), upon such amended termsor (C) make any payment, is not prohibited hereunder.prepayment, redemption, defeasance, sinking fund payment or repurchase of any Material Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse to the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Indebtedness 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 (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Date, would increase the interest rate on 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) accelerate except for the dates upon which payments of principal Obligations, make any voluntary or interest are due onoptional payment, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations Indebtedness of the obligor Issuer or confer additional material rights on any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, (A) amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent filing or modification of any certificate of designation, other than to in writing effect a change in its sole discretionstate of incorporation in accordance with Section 7.02(c). , or (cB) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, it with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not (in the Agent’s reasonable judgment) reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of its Indebtedness a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (iA) increase shorten the interest rate on such Indebtedness; (ii) accelerate final maturity or average life to maturity of, or require any payment to be made earlier than the dates upon which payments of principal or interest are due date originally scheduled on, or increase such Indebtedness if such modification would result in the principal amount of, such Indebtedness; (iii) change in a manner materially adverse Indebtedness becoming due and payable prior to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; Obligations hereunder, (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (vB) change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provision, if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder , of such Indebtedness in a manner adverse to the Borrower Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the LenderLenders in any material respect. For the avoidance of doubt, except increases in the case outstanding principal balance of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is Intercompany Loan pursuant to the terms thereof are not prohibited hereunderdeemed adverse to the Lenders. (bii) Except as (A) except for (v) the Intercompany Loan, (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by Section 7.2the definition of “Permitted Indebtedness”), or (B) 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; (iii) amend, modify or otherwise change its name, jurisdiction of formation organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) [Fundamental Changes; Dispositions] and (B) change its name, jurisdiction of organization or organizational identification number, ; provided that the Administrative Borrower must notify the Collateral Agent in each case without providing the Lender not less than five (5) writing within 10 days prior written notice (or such shorter notice longer period as may be approved by the Lender may consent to in writing Collateral Agent in its sole discretion).) of such change and works with the Collateral Agent to provide any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; provided, further, no Loan Party may amend or otherwise change its jurisdiction of organization to anywhere outside of the United States, any state thereof or the District of Columbia; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse, taken as a whole, in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) would change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provisions, if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder , of such Indebtedness in a manner adverse to the Borrower Agents or the LenderLenders, or would otherwise be adverse to the Agents or the Lenders or the issuer of such Indebtedness in any respect; (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except, in the case of this Section 7.7(aany refund, refinance, replacement or exchange, to the extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), if make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness in violation of the incurrence subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of such Indebtednessany Indebtedness as a result of any asset sale, upon such amended termschange of control, is not prohibited hereunder.issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 6.02(c) and (5B) change its name upon at least 30 days prior written notice (by the Borrower to the Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Collateral Agent's Liens; or (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect (it being understood that if any Loan Party that is a partnership or a limited liability company, or any Loan Party with any Subsidiary that is a partnership or a limited liability company, amends or modifies its organizational documents to cause such partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate, such amendment or modification shall be deemed to reasonably be expected to have a Material Adverse Effect).

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness for borrowed money or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) , would change the subordination provisions, if any, of such Indebtedness, or would otherwise be adverse in a manner adverse any material respect to the Borrower, interests of the prepayment, redemption Lender or put provisions the issuer of such Indebtedness; provided, that notwithstanding the foregoing, any refinancing in respect of such Indebtedness shall be permitted so long as the principal amount thereof is not increased and the terms thereof are not modified to impose more burdensome terms upon the Borrower; (vA) change make any voluntary or optional payment (including any payment of interest in cash), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including 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), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Indebtedness refinanced in accordance with the proviso of Section 6.02(l)(i)), (C) 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 (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on foregoing; provided, that this clause (ii) shall not apply to (1) the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.Obligations and (2) Permitted Intercompany Investments; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including by the filing or modification of any certificate of designation, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not aggregate could be adverse in any material respect to the interests of the Lender; 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, at the time of such amendment, modification or other change, be (A) adverse in any material respect to the interests of the Lender and could not or (B) reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner be materially adverse to the Borrower any event of default or add or make more restrictive any covenant Lenders; (ii) except for (x) the Obligations, or, with respect to such Subordinated Indebtedness (including Indebtedness constituting Permitted Intercompany Investments), as otherwise expressly permitted below, and (y) Indebtedness pursuant to clauses (c), (h), (s) (solely in respect of clauses (c) and (h) of the definition of “Permitted Indebtedness; ”) and (ivw) change of the definition of “Permitted Indebtedness”, (A) make any voluntary or optional payment (including any payment of interest in a manner adverse to cash that, at the Borroweroption of the issuer, the may be paid in cash or in kind), prepayment, redemption redemption, defeasance, sinking fund payment or put provisions other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness; ), (vC) change make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness (including Indebtedness constituting Permitted Intercompany Investments) in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.similar event; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including by the filing or modification of any certificate of designation, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders; or (v) change its registered office, chief executive office or its domicile (within the meaning of the Civil Code of Québec) without 30 days’ prior written notice to the Collateral Agent or move any of its tangible property to a jurisdiction within Canada in which the Collateral Agent does not have perfected Liens without 30 days’ prior written notice to Agent.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of (A) any of the Subordinated Loan Documents, or (B) any agreement, instrument or document evidencing or governing any of the other Indebtedness of Group or its Indebtedness 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 (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) would change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provision, if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon or would otherwise be adverse to the Lenders in any respect, (ii) except for the Obligations and except as otherwise expressly provided in Section 2.05(c)(iv), make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such amended termsIndebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is not prohibited hereunder. (b) Except as otherwise expressly permitted by Section 7.2the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (iii) except as otherwise permitted amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing number or FEIN unless the Lender Agent shall have been provided with not less than five thirty (530) days prior written notice thereof, (or such shorter notice as the Lender may consent to in writing in its sole discretion). (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect, or (v) permit the Acquisition Documents or the Consulting Agreement to be amended or modified in any way which could reasonably be expected to adversely affect the interests of the Lenders without the prior written consent of the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of its Indebtedness the Obligors or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Date, would increase the interest rate on 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) accelerate except for the dates upon which payments of principal Obligations, make any voluntary or interest are due onoptional payment, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations Indebtedness of the obligor Obligors (including, without limitation, by way of depositing money or confer additional material rights on securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, (A) amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in writing in its sole discretion). accordance with Section 7.02 (c), or (B) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, it with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital 75 Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not (in the Agent’s reasonable judgment) reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of “Permitted Indebtedness” make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness 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 (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower Lender or the issuer of such Indebtedness in any event respect, (i) except for the Obligations, make any voluntary or optional payment (including, without limitation, any payment of default interest in cash that, at the option of the issuer, may be paid in cash or add in kind), prepayment, redemption, defeasance, sinking fund payment or make more restrictive other acquisition for value of any covenant of its Indebtedness (including, without limitation, by way of depositing money or securities with respect to the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness; Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (iv) change in a manner adverse except to the Borrowerextent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), the make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof (or the any subordination terms agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if change of control, issuance and sale of debt or equity securities or similar event, or give any; or (vi) change or amend . notice with respect to any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunderforegoing. (bii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (number or such shorter notice as the Lender may consent to in writing in its sole discretion).FEIN; (ciii) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any operating agreement), or enter into any new agreement with respect to any of its Equity Interests; or (iv) amend, except modify or otherwise change any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeTransaction Document.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries Indebtedness (other than the Run-Off Notes to the extent permitted thereby) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if unless such amendment, modification or change would be permitted by clause (i) increase of the interest rate on such definition of Permitted Indebtedness; , (ii) accelerate except for the dates upon which payments Obligations, make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or increase the principal amount ofrefund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse except to the Borrower extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), make any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerpayment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof (or the any subordination terms agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; or (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent any of the Lendergoverning documents (including, change without limitation, by the filing or modification of any executive officer certificate of the Borrower. (d) Amenddesignation, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it) (A) of any Loan Party or Insurance Subsidiary, with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii)(A) that, either individually or in the aggregate, that are not materially adverse to the interests of the Agent or the Lenders, or (B) of the Borrower only, with respect to any provisions therein relating to the selection, removal and rights and obligations of the Lender and could not reasonably be expected to result in a Material Adverse ChangeBoard Representative.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Parent or any of its Indebtedness 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 (i) 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 on 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) accelerate except for the dates upon which payments of principal Obligations, make any voluntary or interest are due onoptional payment, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations Indebtedness of the obligor Parent or confer additional material rights on any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent filing or modification of the Lenderany certificate of designation, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness (including any Material Debt Contract) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect or (v) make any final balloon payment of any Indebtedness set forth on Schedule 7.02(b), provided that, such final balloon payments may be made if no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such cash payment.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for the dates upon which payments Obligations, (A) make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or increase other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the principal amount oftrustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on foregoing, other than under the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.Xxxxx.xxx Earnout Payments; or (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any - 104 - agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect., provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law).

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. Except as permitted pursuant to the Orders, and, with respect to the Revolving Credit Documents and the Revolving Credit Obligations except as permitted in the Intercreditor Agreement, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (ai) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness (other than intercompany Indebtedness in accordance with this Agreement) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations and the Revolving Credit Obligations and voluntary prepayments of intercompany Indebtedness not otherwise prohibited by this Agreement, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or the Lender, except in the case of this extent such Indebtedness is otherwise expressly permitted by Section 7.7(a6.1), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.26.9 and except with the consent of the Administrative Agent such consent not to be unreasonably withheld, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made (iother than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in any material respect. (ii) except for the Obligations and the Unpaid Taxes, (A) make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness, including, for the avoidance of doubt, the Existing Second Lien Credit Facility (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness), (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Existing Warrants, any Subordinated Indebtedness, or any Existing Earn-Out Obligations, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a manner adverse result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided, that notwithstanding anything to the Borrower contrary contained herein, (1) so long as, immediately prior to and after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the Lender, except First Lien Leverage Ratio of Holdings and its Subsidiaries does not exceed 2.50 to 1.00 (in the case of this Section 7.7(aclause (y) below, calculated on a pro forma basis after giving effect to the related Equity Issuance and the application of the proceeds thereof), if (y) Holdings and its Subsidiaries are in compliance of each of the incurrence financial covenants contained in Section 7.03, and (z) no Event of Default has occurred and is continuing, this clause (ii) shall not be deemed to restrict any payments, prepayments, repayments, repurchases or redemptions of: (2) the Existing Warrants in an aggregate amount not to exceed $3,000,000, and (3) so long as such payment, prepayment, repayment, repurchase or redemption is made solely with the Net Cash Proceeds of any Equity Issuance, (i) subject to the terms of the Intercreditor Agreement, the Existing Second Lien Credit Facility (including, without limitation, payments of principal of, interest on, and any other amount in respect of the Existing Second Lien Credit Facility), (ii) the AN Extend Earn-Out or (iii) any Subordinated Indebtedness, in each case, in an aggregate amount not to exceed 25% of the Net Cash Proceeds of such IndebtednessEquity Issuance (after giving effect to any mandatory prepayment under Section 2.06(c)(iii)), (4) so long as, upon immediately prior to and after giving effect to such amended termspayment, prepayment, redemption, defeasance, sinking fund payment or repurchase (x) the First Lien Leverage Ratio of Holdings and its Subsidiaries does not exceed 3.00 to 1.00, (y) Holdings and its Subsidiaries are in compliance of each of the financial covenants contained in Section 7.03, and (z) no Event of Default has occurred and is continuing, this clause (ii) shall not prohibited hereunderbe deemed to restrict any payments of the Deferred Monroe Fees, (5) the Existing Warrants, Subordinated Debt and Existing Earn-Out Obligations may be paid or prepaid solely with Equity Interests of Holdings (and not in cash), (6) subject to the terms of the Intercreditor Agreement, payments, prepayments, repayments, repurchases or redemptions of the Existing Second Lien Credit Facility constituting Permitted Second Lien Loan Payments, (7) payments of the Exitus Renewal Fee (which has been paid); (8) so long as, immediately prior to and after giving effect to such payment no Event of Default has occurred and is continuing, then, notwithstanding anything to the contrary in Exitus Subordination Agreement, this clause (ii) shall not be deemed to restrict any payments under the Exitus Indebtedness in an aggregate amount not to exceed $1,000,000; and (9) so long as, (x) immediately prior to and after giving effect to such payment no Event of Default has occurred and is continuing and (y) prior to any such payments, the Loan Parties shall have repaid the Term Loans in the amounts required pursuant to Section 2.03(b)(w) and (x), then, notwithstanding anything to the contrary in Exitus Subordination Agreement, this clause (ii) shall not be deemed to restrict any payments under the Exitus Indebtedness after June 15, 2023 in an aggregate amount not to exceed $1,580,000. (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations (and the Mezzanine Indebtedness, for which the provisions of clause (viii) below shall control), make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number or federal employer identification number, in each case without providing the Lender not less than five ; (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (v) make any payment of any of its or its Subsidiaries’ Subordinated Indebtedness, Indebtedness set forth on Schedule 7.02(b), the IBEX Settlement Agreement, the Investor Notes or the Blatstein Note, other than payments, so long as no Event of Default has occurred and is continuing or would result therefrom, (A) pursuant to Section 7.7(d7.01(t), (B) thatunder the Investor Notes, in accordance with the applicable subordination agreements, each in form and substance satisfactory to the Collateral Agent and in an amount not to exceed in any period the amount set forth on Schedule 1.01(E) in respect of such period, (C) under the IBEX Settlement Agreement, in an amount not to exceed $100,000 per year from January 2013 through the Final Maturity Date, (D) of trade payables or other accounts payable described in Schedule 7.02(b) incurred in the ordinary course of any Loan Party’s business not to exceed $750,000 in the aggregate, and (E) for all payments other than those permitted by subclauses (A), (B), (C) and (D), not to exceed $350,000 in the aggregate in any calendar year; (vi) make any payments on any of its or its Subsidiaries’ Indebtedness owing to Xxxx X. Xxxxxxxxx; (vii) amend, modify or otherwise change any Securityholders Agreement if the effect thereto, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result be materially adverse to the interests of the Agents or the Lenders; (viii) optionally prepay, redeem, defease, purchase, or otherwise acquire the Mezzanine Indebtedness, unless both before and after giving effect to such prepayment, redemption, defeasance, purchase or acquisition, no Event of Default shall have occurred and be continuing; or (ix) amend or otherwise modify the Mezzanine Note Purchase Documents in a Material Adverse Change.violation of the Intercreditor Agreement

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Company shall not, and shall not permit any of its Subsidiaries to (ai) Amendamend, modify or otherwise change any statement, budget, forecast, projection and operating plan and report delivered to the Lender, unless approved by its Board of Directors and the Lender; (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lender or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to any respect, (iii) except for the Borrower Obligations, make any voluntary or the Lenderoptional payment, except in the case prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of this Section 7.7(a), if the incurrence any of such its or its Subsidiaries’ Indebtedness, upon such amended termsor refund, is not prohibited hereunder. refinance, replace or exchange any Indebtedness, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (biv) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameorganizational documents, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5v) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to material provision of any of its Equity InterestsMaterial Contract, or enter into accelerate, terminate or cancel any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeContract.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness outstanding as of the Closing Date or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (iA) shorten the final maturity of such Indebtedness, or shorten the average life to maturity of such Indebtedness, 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 such Indebtedness, 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; Indebtedness or (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (vD) change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provision, if any; , of such Indebtedness; (ii) except for the Obligations or for any Indebtedness owing by a Restricted Subsidiary of a Loan Party to a Loan Party, (viA) change make any mandatory, voluntary or amend optional payment (including any other term if such change or amendment would increase payment of interest in cash that, at the obligations option of the obligor issuer, may be paid in cash or confer additional material rights on in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Restricted Subsidiaries' Junior Indebtedness (including by way of depositing money or securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Junior Indebtedness in a manner adverse to the Borrower or the Lenderwhen 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 Section 7.7(aclause (x), if no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (y) the incurrence 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 Indebtednesspayment and (3) the Total Net Leverage Ratio, upon such amended termsrecomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter, is not prohibited hereunder.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 (bB) Except as permitted by Section 7.2refund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change any of its nameGoverning Documents (including by the filing or modification of any certificate of designation, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could aggregate would not reasonably be expected to result in have a Material Adverse ChangeEffect; 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. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of) of any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change (A) would (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness or would increase the interest rate on 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 Lenders in any respect; (ii) accelerate except for the dates upon which payments Obligations and except as otherwise explicitly permitted herein, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of principal any of its or interest are due onits 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 increase refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the principal amount ofextent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, 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 Indebtednesspayment 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) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.26.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN; (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; (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. (ai) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, in each case, to the extent such amendments, modifications or changes would be materially adverse, taken as a whole, to the Lenders or the issuer of such Indebtedness, except Permitted Refinancing Indebtedness that Refinances such Indebtedness; (ii) accelerate except for the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the BorrowerObligations, the Permitted Intercompany Investments (other than payment, prepayment, redemption or put provisions defeasance on loans and advances permitted under clause (c) of the definition of “Permitted Intercompany Investments”, which shall be permitted to the extent permitted by the Intercompany Subordination Agreement), the DB/Xxxxxxx Deferred Payment Amount and other than to the extent any such payment, prepayment, redemption or defeasance is made solely with the proceeds of Excluded Consideration, (A) make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (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), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness; ), (vC) change 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, (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereofIndebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (E) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness constituting earn-outs or similar obligations, other than in an amount not to exceed the sum of (i)$5,000,000 in the aggregate plus (ii) additional amounts funded solely with Excluded Consideration, so long as immediately after giving effect to such payment, prepayment, redemption, defeasance, sinking fund payment or repurchase under this clause (E), if any; or (vi1) change or amend any other term if such change or amendment would increase the obligations no Event of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Default shall exist and be continuing and (2) the Borrower or is in pro forma compliance with the Lender, except covenants set forth in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.7.03, (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that would not be materially adverse, taken as a whole, to any Loan Party or any of its Subsidiaries or the Agents and the Lenders; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 7.7(d18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) thatagree to any amendment, either individually modification or in other change to or waiver of any of its rights under any De-SPAC Document if such amendment, modification, change or waiver would be materially adverse, taken as a whole, to any Loan Party or any of its Subsidiaries or the aggregate, are not adverse to Agents and the Lender and could not reasonably be expected to result in a Material Adverse ChangeLenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) (x) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (in each case, other than a Permitted ABL Facility) if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner would otherwise be materially adverse to the Borrower Lenders or the issuer of such Indebtedness in any event respect or (y) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of default the provisions of any Permitted ABL Facility in a manner prohibited by the Intercreditor Agreement; (ii) except for the Obligations, (A) make any voluntary or add optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or make more restrictive in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any covenant of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due, but excluding any indebtedness under a Permitted ABL Facility), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to such Indebtedness; Permitted Refinancing Indebtedness or a Permitted ABL Facility), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness (other than Indebtedness under a Permitted ABL Facility) as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor foregoing, except to the extent that such asset sale, change of control, issuance and sale or confer additional material rights other similar event is subject to the prior repayment in full of the Obligations (other than Contingent Loan Obligations) and the termination of the Commitments; provided, that, notwithstanding anything to the contrary set forth herein, payments may be made on the holder of such Indebtedness under any Permitted ABL Facility in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.by the Intercreditor Agreement; (biii) Except except as otherwise permitted by Section 7.2hereunder, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law), unless each resulting party thereto continues to constitute a Loan Party; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect, taken as a whole, to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for (x) the Obligations, (y) the Indebtedness of the Parent evidenced by the Senior Subordinate Notes in connection with any Permitted Note Redemption, and (z) Permitted Indebtedness of the type described in clauses (b), (c), (d), (e), (g), (i) and (j) of the definition thereof, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including 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 Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect, 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. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) accelerate except for the dates upon which payments Obligations, make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or increase the principal amount ofrefund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse except to the Borrower extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), make any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerpayment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof (or the any subordination terms agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 7.02(c) and (5B) days change its name upon at least 30 days' prior written notice (by the Administrative Borrower to the Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Collateral Agent's Liens; (civ) Without not less than five except for: (5A) days prior written consent the proposed amendments to the Parent's Articles of Incorporation set forth in the LenderDefinitive Proxy Statement on Schedule 14A, change any executive officer as filed by the Parent with the Securities and Exchange Commission on May 2, 2011; and (B) redomestication of the Borrower. (d) AmendReminderband, Inc. from Utah to Nevada and corresponding amendment of Reminderband, Inc.'s Articles of Incorporation renaming Reminderband, Inc. as iFrogz, amend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. Except as permitted pursuant to the Orders, and, with respect to the Term Loan Credit Documents and the Term Loan Obligations except as permitted in the Intercreditor Agreement, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (ai) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness (other than intercompany Indebtedness in accordance with this Agreement) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations and the Term Loan Obligations and voluntary prepayments of intercompany Indebtedness not otherwise prohibited by this Agreement, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or the Lender, except in the case of this extent such Indebtedness is otherwise expressly permitted by Section 7.7(a6.1), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.26.9, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.”; (ii) Section 6 (Negative Covenants) of the Revolving DIP Credit Agreement is hereby amended by inserting after Section 6.18, new Sections 6.19, 6.20, 6.21, 6.22 and 6.23 as follows:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) , would change in a manner adverse to the Borrowersubordination provision, the prepaymentif any, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (, or would otherwise be adverse to Agent or the subordination terms of any guaranty thereof), if any; Lenders or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to the Borrower or the Lenderany respect, except provided that, in the case of this Section 7.7(a)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 incurrence principal amount thereof on any date which is earlier than the date occurring six months after the then latest Commitment Termination Date, (B) the interest rate applicable to the Senior Secured Notes shall not be higher than such interest rate as in effect on the Closing Date, (C) the definition of such Indebtedness, upon such amended terms, is 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 prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification numberbe changed, in each case without providing case, from those appearing in the Lender not less than five (5) days prior written notice (or such shorter notice Senior Secured Notes Indenture as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent effect as of the LenderClosing Date and (D) the terms governing any such Indebtedness shall not contain any provision (including, change any executive officer without limitation, covenants, mandatory redemptions or offers to purchase or prepay, defaults and remedies) which, in the reasonable judgment of Agent is materially more adverse to Agent or the Lenders than the provisions in the Senior Secured Notes Documents as of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.Closing Date;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ax) AmendExcept with respect to the Remaining Term Loan, the Refinancing Facilities or any Additional Refinancing Facilities, amend,, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness outstanding as of the Amendment 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 (iA) shorten the final maturity of such Indebtedness, or shorten the average life to maturity of such Indebtedness, to a date earlier than 91 days after the Maturity Date, (B) or require any payment to be made on such Indebtedness earlier than the date originally scheduled on, such Indebtedness, unless such payment is to be made after the date that is 91 days after the Maturity Date, (C) would increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; , would add any covenant or event of default, would or (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (vD) change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provision, if any; , of such Indebtedness, or would (viE) change otherwise be adverse to the Holders or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to the Borrower any respect, or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (by) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as permit the Lender may consent to amendment, modification or other change in writing in its sole discretion). (cany manner of) Without not less than five (5) days prior written consent any of the Lender, change any executive officer provisions of the Borrower. (d) AmendRemaining Term Loan, modify or otherwise change its Formation Documents the Refinancing Facilities, any Additional Refinancing Facilities or any agreement or arrangement entered into by it, with respect to any Indebtedness incurred under clause (q) of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result “Permitted Indebtedness” in a Material Adverse Change.manner that would cause such Indebtedness to fail to satisfy the Debt Parameters;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) AmendExcept with respect to the Remaining Term Loan, the Refinancing Facilities or any Additional Refinancing Facilities, amend,, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Holders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in any respect, (ii) except for the Notes Obligations, the Obligations in respect of the Remaining Term Loan, the Refinancing Facilities or any Additional Refinancing Facilities or for any Indebtedness owing by a manner adverse Subsidiary of a Notes Party to a Notes Party, (A) make any mandatory, voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the Borrower option of the issuer, may be paid in cash or the Lender, except in the case of this Section 7.7(akind), if prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated Indebtedness (including, without limitation, by way of depositing money or securities with the incurrence trustee therefor before the date required for the purpose of paying any portion of such Indebtedness, upon such amended terms, is not prohibited hereunder.Subordinated Indebtedness when due), (bB) Except as permitted by Section 7.2refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could aggregate would not reasonably be expected to result in have a Material Adverse ChangeEffect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Notes Party or any of its Subsidiaries or the Holders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for (1) the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; Obligations and (iii2) change in a manner materially adverse subject to the Borrower terms of the Intercompany Subordination Agreement, any event Indebtedness constituting Permitted Intercompany Investments, (A) make any voluntary or optional payment (including, without limitation, any payment of default interest in cash that, at the option of the issuer, may be paid in cash or add in kind), prepayment, redemption, defeasance, sinking fund payment or make more restrictive other acquisition for value of any covenant of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided, that, notwithstanding any of the foregoing in this clause (or C), subject to the subordination terms of the Xxxxxxxxxx Subordinated Note, the Parent may pay accrued interest and principal on the Xxxxxxxxxx Subordinated Note to the extent such payment is financed through an Equity Issuance, provided further, that notwithstanding any guaranty thereofof the foregoing in this clause (C), if any; subject to the terms of the Subordinated Notes, the Parent may make regularly scheduled cash interest payments with respect to the Subordinated Notes so long as the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03 after giving effect to such payments, or (viD) change make any payment, prepayment, redemption, defeasance, sinking fund payment or amend repurchase of any other term if such change or amendment would increase the obligations Indebtedness as a result of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lenderany asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, notice with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.foregoing;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) AmendAs to any Indebtedness of the Borrower or any of its Subsidiaries amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its such Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if if, after giving effect to such amendment, modification or change change, such Indebtedness would (i) increase the interest rate on such not qualify as Permitted Refinancing Indebtedness; ; (ii) accelerate except for the dates upon which payments Obligations, (A) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of principal any of its Indebtedness (including, without limitation, by way of depositing money or interest are due onsecurities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due) (other than Permitted Restricted Payments contemplated by clause (c) of the definition thereof), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or increase the principal amount ofpermit any of its Subsidiaries to refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant each case, other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)of its Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameor its Subsidiaries Governing Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its or its Subsidiaries Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its such Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could aggregate would not reasonably be expected to result be materially adverse to the Secured Parties, provided, that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in a any material respect to any Loan Party or any Material Adverse ChangeSubsidiary or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Borrower or any of its Indebtedness Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreementagreement but excluding any Indenture and the Indebtedness evidenced thereby) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on 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) accelerate the dates upon which payments of principal agree to any amendment or interest are due onmake any other change to (or make any payment consistent with any amendment or other change to), or increase waive any of its rights under, any Indenture or refinance any Indebtedness evidenced by the principal amount ofIndentures without obtaining the prior written consent of the Lender to such amendment, modification, payment, waiver, change or refinancing, except for (i) an amendment or supplement that adds a Guarantor as an additional guarantor thereunder and (ii) an amendment or supplement that cures any ambiguity, inconsistency or defect in any Indenture, provided that any such Indebtedness; amendment or supplement is not adverse to the interests of the Lender, (iii) change in a manner materially adverse to except for the Borrower Obligations, make any event of default voluntary or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borroweroptional payment, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations Indebtedness of the obligor Borrower or confer additional material rights on any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biv) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent filing or modification of the Lenderany certificate of designation, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse Change.Effect. (m) [Intentionally Omitted] (n) Investment Company Act of 1940. Engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that would cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being an "investment company" or a company "controlled" by an "investment company" not entitled to an exemption within the meaning of such Act. (o)

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner would otherwise be materially adverse to the Borrower Lenders or the issuer of such Indebtedness in any event respect; (ii) except for the Obligations, (A) make any voluntary or optional payment (including, without limitation, any payment of default interest in cash that, at the option of the issuer, may be paid in cash or add in kind), prepayment, redemption, defeasance, sinking fund payment or make more restrictive other acquisition for value of any covenant of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with respect to the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness; Indebtedness when due), (ivB) change in a manner adverse refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrowerextent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), the (C) make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 7.02(c) and (5B) days change its name upon at least 30 days' prior written notice (by the Borrowers to the Collateral Agent of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Collateral Agent's Liens; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Governing Documents (including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to, or waiver of any of its rights under any Material Contract (if such amendment, modification, change or waiver would be adverse in any material respect to the Agents and the Lenders).

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (other than, solely to the extent required by applicable law, any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower Lenders or the issuer of such Indebtedness in any event respect; (b) except for the Obligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the extent required by applicable law), (A) make any voluntary or optional payment (including, without limitation, any payment of default interest in cash that, at the option of the issuer, may be paid in cash or add in kind), prepayment, redemption, defeasance, sinking fund payment or make more restrictive other acquisition for value of any covenant of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (bc) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided that no such amendment, modification or change or new agreement or arrangement shall (A) provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law) or (B) with respect to the Parent Operating Agreement or any other Governing Document of the Parent, provide any additional voting rights thereunder to any class of units issued thereunder other than the Parent Class A Units and the Parent Class B Units; or (d) agree to any amendment, modification or other change to or waiver of any of its rights under any Falcon Acquisition Document, any Kilimanjaro Acquisition Document, any Rocketrip Acquisition Document, any Orinter Acquisition Document, any Interep Acquisition Document, any Consolid Mexico Acquisition Document, any Skypass 142901395v2 Acquisition Document or any other Material Contract (including, without limitation, any other acquisition document executed or delivered in connection with a Permitted Acquisition) if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of its Indebtedness the Loan Parties or any of their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase would change the principal amount ofsubordination provision, if any, of such Indebtedness; (iii) change in a manner materially , or would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for (A) the Obligations, the IDA Xxxment Amount and the WCLDC Loan and (B) the proceeds of any judgment, award, settlement or other similar payment with respect to the Rubbermaid Proceeds not required to be paid by the Borrower or to the LenderLoans pursuant to Section 2.05(c)(vii), except provided that, in the case of this Section 7.7(asubclause (B), if both before and immediately after giving effect to any such payment, prepayment, redemption or other acquisition (x) no Default or Event of Default exists, and (y) Availability is not less than $1,000,000, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the incurrence Loan Parties or any of their Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale (bother than with respect to assets in which the Trustee has been granted a lien to secure the Senior Secured Notes), change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction their certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.filing

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or - 91 - 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 (i) 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 on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in any respect, (ii) except for the Obligations or for any Indebtedness owing by a manner adverse Subsidiary of a Loan Party to a Loan Party, (A) make any mandatory, voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the Borrower option of the issuer, may be paid in cash or the Lender, except in the case of this Section 7.7(akind), if prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated Indebtedness (including, without limitation, by way of depositing money or securities with the incurrence trustee therefor before the date required for the purpose of paying any portion of such Indebtedness, upon such amended terms, is not prohibited hereunder.Subordinated Indebtedness when due), (bB) Except as permitted by Section 7.2refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could aggregate would not reasonably be expected to result in have a Material Adverse ChangeEffect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders (it being acknowledged that ordinary course changes in delivery dates and/or locations under trade confirmations, are not adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents or the Lenders) and similar matters.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Agent or the subordination terms of any guaranty thereof), if any; Lenders or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to the Borrower or the Lenderany respect, except provided that, in the case of this Section 7.7(athe Euro Indenture, the Euro Notes, the New US Securities, no amendment, modification or other change shall be made to any of such documents, except as otherwise permitted under the definition of Permitted Indebtedness, (ii) except for the Obligations and Indebtedness permitted under clause (j) of the definition Permitted Indebtedness, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), if or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the incurrence extent any such optional payment, prepayment, redemption, defeasance, sinking fund payment, acquisition, refund, refinancing, replacement or exchange is otherwise expressly permitted by the definition of such Permitted Indebtedness, upon the Subordination and Intercreditor Agreement or referred to in Section 2.05(c)(vii) or Section 2.05(c)(ix) (whether or not requiring a prepayment of the Loans pursuant to either such amended termssection) or contemplated by the Mizuho/Glencore Transactions or in the proviso to the definition of Euro Note Restructuring Transaction), is not prohibited hereunder. or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that (A) are in connection with the Mizuho/Glencore Transactions or the Euro Note Restructuring Transaction or (B) either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, the Existing Debt Facility and Indebtedness permitted by clause (c) or (d) of the definition of "Permitted Indebtedness" make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a"Permitted Indebtedness"), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Purchasers or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including 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 Borrower or extent such other Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.26.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.26.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change in a materially adverse manner (or permit consent to the amendment, modification or other change in any a materially adverse manner of) any of the provisions of any Indebtedness for borrowed money of Borrower or any of its Indebtedness Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreementthe Xxxxxx Documents, indenturethe Senior Note Documents, loan agreement or security agreementthe Senior Subordinated Note Documents, the TECON Documents) relating to any such Indebtedness, except in connection with (A) the Permitted Affiliate Transaction or Indebtedness permitted pursuant to clauses (j), (n) or (o) of the definition of "Permitted Indebtedness," and, (B) with the consent of each Agent (which consent shall not be unreasonably withheld), the cancellation of the Xxxxxx Documents, and the release of the Liens securing the Indebtedness evidenced thereby, 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 scheduled (ias of the date hereof) on, such Indebtedness, would increase the interest rate on applicable to such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase would change the principal amount ofsubordination provision, if any, of such Indebtedness; (iii) change in a manner , or would otherwise be materially adverse to the Borrower any event issuer of default or add or make more restrictive any covenant with respect to such Indebtedness; , (ivii) change in a manner adverse except for the Obligations or as permitted pursuant to the BorrowerSection 6.02(h) or (j) hereof, the make any voluntary or optional payment, prepayment, redemption or put provisions other acquisition for value (other than Investments described in paragraphs (vii) or (xii) of such Indebtedness; (vthe definition of Permitted Investments) change the subordination provisions thereof (or the subordination terms of any guaranty thereof)Indebtedness of Borrower or any of its Subsidiaries (including, if any; without limitation, by way of depositing money or (vi) change or amend securities with the trustee therefor before the date required for the purpose of paying any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsmake any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or make any payment of any kind with respect to or in connection with the TECONS or the Convertible Debentures, or (biii) Except except as permitted by pursuant to Section 7.26.02(h) or (j) hereof, amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent filing or modification of the Lenderany certificate of designation, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), unless each Agent has been given 20 Business Days' advance notice thereof, or enter into any new agreement with respect to any of its Equity Interests, Capital Stock except (A) any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could would not reasonably be expected to result in have a Material Adverse ChangeEffect, or (B) any such amendments, modifications or changes related to the implementation of a "rights plan" by Borrower that grants to all holders of common stock of Borrower rights to subscribe for or purchase any shares of Capital Stock of Borrower of any class or of any other rights.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including 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 Borrower or extent such other Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence foregoing; provided that nothing in this clause (ii) shall prohibit Borrower from defeasing or prepaying the Senior Secured Notes with the proceeds of such Indebtednessother Permitted Indebtedness or with the proceeds of Capital Stock described in Section 2.05(c)(vi), upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness for borrowed money or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) , would change the subordination provisions, if any, of such Indebtedness, or would otherwise be adverse in a manner adverse any material respect to the Borrower, interests of the prepayment, redemption Lender or put provisions the issuer of such Indebtedness; provided, that notwithstanding the foregoing, any refinancing in respect of such Indebtedness shall be permitted so long as the principal amount thereof is not increased and the terms thereof are not modified to impose more burdensome terms upon the Borrower; (vA) change make any voluntary or optional payment (including any payment of interest in cash), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including 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), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Indebtedness refinanced in accordance with the proviso of ‎Section 6.02(l)(i)), (C) 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 (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on foregoing; provided, that this clause (ii) shall not apply to (1) the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.Obligations and (2) Permitted Intercompany Investments; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including by the filing or modification of any certificate of designation, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not aggregate could be adverse in any material respect to the interests of the Lender; 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, at the time of such amendment, modification or other change, be (A) adverse in any material respect to the interests of the Lender and could not or (B) reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for (1) the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; Obligations and (iii2) change in a manner materially adverse subject to the Borrower terms of the Intercompany Subordination Agreement, any event Indebtedness constituting Permitted Intercompany Investments, (A) make any voluntary or optional payment (including, without limitation, any payment of default interest in cash that, at the option of the issuer, may be paid in cash or add in kind), prepayment, redemption, defeasance, sinking fund payment or make more restrictive other acquisition for value of any covenant of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any PCC Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of (A) the Revolving Credit Facility Documents unless permitted pursuant to the terms of the Intercreditor Agreement or (B) any of its or its Subsidiaries' Indebtedness (other than the Revolving Credit Facility Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for (A) the dates upon which payments Obligations and (B) the Revolving Credit Facility Indebtedness, make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or increase the principal amount ofrefund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse except to the Borrower extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), make any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerpayment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof (or the any subordination terms agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 7.02(c) and (5B) days change its name upon at least 30 days' prior written notice (by the Administrative Borrower to the Collateral Agent of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Liens of the Collateral Agent; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d7.02(l)(iv) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in any respect, (ii) except for the Obligations or for any Indebtedness owing by a manner adverse Subsidiary of a Loan Party to a Loan Party, (A) make any mandatory, voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the Borrower option of the issuer, may be paid in cash or the Lender, except in the case of this Section 7.7(akind), if prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Subordinated Indebtedness (including, without limitation, by way of depositing money or securities with the incurrence trustee therefor before the date required for the purpose of paying any portion of such Indebtedness, upon such amended terms, is not prohibited hereunder.Subordinated Indebtedness when due), (bB) Except as permitted by Section 7.2refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could aggregate would not reasonably be expected to result in have a Material Adverse ChangeEffect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness in excess of $1,000,000 or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to evidencing or governing any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provisions, if any, of such Indebtedness, or would otherwise be adverse in any material respect to the Lenders or the issuer of such Indebtedness in any respect; provided, that notwithstanding the foregoing, any Permitted Refinancing Indebtedness in respect of such Indebtedness shall be permitted; (ii) accelerate (A) make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the dates upon which payments option of principal the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or increase other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the principal amount oftrustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on foregoing; provided, that this clause (ii) shall not apply to (1) the holder of such Indebtedness in a manner adverse Obligations (and the Convertible Notes to the Borrower or the Lender, except in the case extent permitted under clause (iii) of this Section 7.7(a7.02(m)), if (2) Permitted Intercompany Investments, (3) Permitted Purchase Money Indebtedness and (4) Permitted Indebtedness under clause (j) of the incurrence definition of Permitted Indebtedness; (iii) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness in respect of the Convertible Notes or refund, refinance, replace or exchange any Indebtedness in respect of the Convertible Notes; provided that the Parent may (A) refund, refinance, replace or exchange any Indebtedness in respect of the Convertible Notes with Permitted Refinancing Indebtedness, (B) repay the Convertible Notes by making payment in Qualified Equity Interests of the Parent upon the conversion thereof, (C) on the maturity or conversion thereof, repay the Convertible Notes in cash in an amount not to exceed the principal amount of Convertible Notes that remain outstanding after the repayment of all or a portion of such IndebtednessConvertible Notes with Qualified Equity Interests to the maximum extent permissible under the Convertible Note Indenture in accordance with the election of the holders of the Convertible Notes pursuant to the Convertible Note Indenture; and (D) pay, upon such amended termswhen due, is not prohibited hereunder.interest and reimbursable indemnities and expenses payable in respect of the Convertible Notes; (biv) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract, the Convertible Notes, the Convertible Note Indenture or the Capped Call Hedge Agreement if such amendment, modification, change or waiver would, at the time of such amendment, modification or other change, be (A) adverse in any material respect to the Secured Parties or (B) reasonably expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Subordinated Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) , would add any covenant or event of default, would change in a manner adverse to the Borrower, the prepayment, redemption or put subordination provisions of such Indebtedness; , or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (vii) change except for the Obligations, (A) make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (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), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness), (C) 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 (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would change the subordination provision, if any, of such Indebtedness in any adverse manner, or would otherwise be (A) adverse to Lenders or (B) materially beneficial to the issuer of such Indebtedness in any respect; (ii) accelerate Except for the dates upon which payments Obligations, (A) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition or repurchase for value of principal any of its or interest are due onits 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 increase as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the principal amount ofextent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), such Indebtedness; or give any notice with respect to any of the foregoing; (iii) change in a manner materially adverse to the Borrower Make any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerpayment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided, however, that if (A) a Super Liquidity Condition would exist after giving effect to a proposed prepayment of all or part of the subordination terms Subordinated Indebtedness; and (B) Lenders have been offered a prepayment of any guaranty thereofthe Loan (it being agreed by Lenders that they would only be entitled to require a prepayment of the Loan at a time when a Super Liquidity Condition would exist after giving effect to such prepayment if Lenders waive the Applicable Prepayment Premium in connection therewith), if any; or (vi) change or amend and Lenders have declined to take any other term if such change or amendment prepayment, then the Loan Parties shall be permitted to prepay the Subordinated Indebtedness to such extent as would increase continue to preserve the obligations of the obligor or confer additional material rights on the holder of Super Liquidity Condition after giving effect to such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.payments; (biv) Except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (number or such shorter notice as the Lender may consent to in writing in its sole discretion).FEIN; or (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (dv) Amend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (v) that, that either individually or in the aggregate, are not adverse to the Lender and could would not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of its Indebtedness a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (iA) increase shorten the interest rate on such Indebtedness; (ii) accelerate final maturity or average life to maturity of, or require any payment to be made earlier than the dates upon which payments of principal or interest are due date originally scheduled on, or increase such Indebtedness if such modification would result in the principal amount of, such Indebtedness; (iii) change in a manner materially adverse Indebtedness becoming due and payable prior to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; Obligations hereunder, (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (vB) change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provision, if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder , of such Indebtedness in a manner adverse to the Borrower Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lender, except Lenders in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunderany material respect. (bii) Except as (A) except for (v) the Intercompany Loan, (w) intercompany loans, (x) the Obligations, (y) the termination of Capitalized Leases in respect of assets no longer used in the business of any Loan Party and (z) Indebtedness of any Subsidiary that is not a Loan Party, make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness for borrowed money of any Loan Party (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise permitted by Section 7.2the definition of “Permitted Indebtedness”), or (B) 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; (iii) amend, modify or otherwise change its name, jurisdiction of formation organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) [Fundamental Changes; Dispositions] and (B) change its name, jurisdiction of organization or organizational identification number, ; provided that the Administrative Borrower must notify the Collateral Agent in each case without providing the Lender not less than five (5) writing within 10 days prior written notice (or such shorter notice longer period as may be approved by the Lender may consent to in writing Collateral Agent in its sole discretion).) of such change and works with the Collateral Agent to provide any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent’s Liens; provided, further, no Loan Party may amend or otherwise change its jurisdiction of organization to anywhere outside of the United States, any state thereof or the District of Columbia; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Documents Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse, taken as a whole, in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify modify, grant any waiver or release under or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification modification, waiver, release or change would shorten the final maturity or average life to maturity of, or require any payment to be made (iother than any payment to be made in Equity Interests consisting of common stock) earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to any material respect; (ii) except for payments approved by the Borrower Bankruptcy Court DIP Orders, (A) make any voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Prepetition Indebtedness, (B) refund, refinance, replace or exchange any other Indebtedness for any such Prepetition Indebtedness, (C) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Existing Warrants, the Exitus Indebtedness or the Lender, except in the case of this Section 7.7(a), if the incurrence of such AGS Indebtedness, upon such amended terms, is not prohibited hereunder.or (bD) Except make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as permitted by Section 7.2a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; (iii) amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be materially adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a"Permitted Indebtedness"), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and reasonably could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including 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 Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the material provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a"Permitted Indebtedness"), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.26.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify modify, waive or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (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 (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its 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 Borrower or extent such new Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a"Permitted Indebtedness"), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeCapital Stock.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Loan Parties will not (ai) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (including, without limitation, any Revolving Credit Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (except to the extent such amendment, modification or change to such Indebtedness is otherwise permitted under Section 7.02(a) hereof) if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment (other than (A) to the Borrower or Revolving Credit Lenders pursuant to the Lender, except in Revolving Credit Documents and (B) any Indebtedness permitted under Section 7.02(a)(iii) hereof owing by a foreign Subsidiary of the case of this Section 7.7(aParent to any Loan Party), if redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the incurrence trustee therefor before the date required for the purpose of paying any portion of such IndebtednessIndebtedness when due), upon or refund, refinance, replace or exchange any other Indebtedness for any such amended terms, Indebtedness (except to the extent such Indebtedness is not prohibited hereunder. (b) Except as otherwise expressly permitted by Section 7.27.02(a)), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (iii) except as permitted Section 7.02(d), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Project Subsidiary Indebtedness existing on the Effective Date, or of enter into any new Project Subsidiary Indebtedness after the Effective Date, or any instrument or agreement [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness existing or new Project Subsidiary Indebtedness, if such amendmentexisting Project Subsidiary Indebtedness as so amended, modification modified or change changed, or such new Project Subsidiary Indebtedness would (ia) increase have a final maturity date earlier than the interest rate Outside Maturity Date, (b) not be Non-Recourse, (c) limit the ability of the Loan Parties to perform the Obligations or grant Liens on such Indebtedness; the Collateral under the Security Documents, (d) have terms and conditions that, taken as a whole, are materially and adversely worse for the Borrower's Subsidiaries that are party thereto than the terms and conditions contained in the Aggregation Facility as in effect on the Effective Date, (e) restrict the amendment of the Loan Documents, or (f) provide for Indebtedness with an Advance Rate that, if fully drawn, would cause the Loan Parties to fail to satisfy the LTV Conditions; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (ii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; (iii) agree to any amendment, modification or other change to or waiver of any of its rights (i) under any Material Project Document without the prior written approval of the Administrative Agent or (ii) under any Other Documents if such amendment, modification, change or waiver would be materially adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders; or (iv) agree to any amendment, modification or other change in the form of any Approved Form Agreement if such amendment, modification or change would be materially adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness (other than Indebtedness constituting Permitted Intercompany Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, except that this clause (i) shall not be deemed to restrict any amendments, supplements, waivers, forbearances or other modifications in respect of the Term Facility Documents or the Term Facility Indebtedness to the extent permitted under the Intercreditor Agreement; (ii) accelerate except for (1) the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; Obligations and (iii2) change in a manner materially adverse subject to the Borrower terms of the Intercompany Subordination Agreement, any event Indebtedness constituting Permitted Intercompany Investments, (A) make any voluntary or optional payment (including, without limitation, any payment of default interest in cash that, at the option of the issuer, may be paid in cash or add in kind), prepayment, redemption, defeasance, sinking fund payment or make more restrictive other acquisition for value of any covenant of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided, that, notwithstanding any of the foregoing in this clause (or C), subject to the subordination terms of the Xxxxxxxxxx Subordinated Note, the Parent may pay accrued interest and principal on the Xxxxxxxxxx Subordinated Note to the extent such payment 119 is financed through an Equity Issuance, provided further, that notwithstanding any guaranty thereofof the foregoing in this clause (C), if any; subject to the terms of the Subordinated Notes, the Parent may make regularly scheduled cash interest payments with respect to the Subordinated Notes so long as the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03 after giving effect to such payments, or (viD) 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 amend equity securities or similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor foregoing; provided, that notwithstanding anything to the contrary contained herein, this clause (ii) shall not be deemed to restrict any voluntary prepayments or confer additional material rights mandatory prepayments required under the Term Loan Agreement (as in effect on the holder of such Indebtedness date hereof or as amended in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.by the Intercreditor Agreement); (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or would increase the principal amount of, of such Indebtedness; (iii) change in a manner materially adverse to Indebtedness or any commitment by the Borrower any event of default or add or make more restrictive any covenant financing source with respect to such Indebtedness; (iv) , would change in a manner the subordination provisions, if any, of such Indebtedness, or would otherwise be materially adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of extent such Indebtedness, upon such amended terms, Indebtedness is not prohibited hereunder. otherwise expressly permitted by subsection (b) Except of the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (iii) except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN (provided, in each case without providing the Lender that this clause (iii) shall not less than five apply to any CFC) or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or, any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a"Permitted Indebtedness"), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that (x) either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect or (y) increases its authorized capital in connection with a Secondary Public Offering.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness (other than the First Lien Obligations and the Subordinated Debt) or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness Indebtedness, if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provisions, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in any respect, (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any Subordinated Debt unless expressly permitted under the terms of any Subordination Agreement which is an agreement to which either Agent is a party, (iii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner adverse of) any of the provisions of the First Lien Credit Agreement or any other First Lien Loan Document to the Borrower extent such amendment, modification or waiver is prohibited pursuant to the Lenderterms of the Intercreditor Agreement, (iv) except in for the case Obligations and payments of this Section 7.7(a(A) the Subordinated Debt expressly permitted pursuant to the applicable Subordination Agreement and (B) the First Lien Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including 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), if or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the incurrence of extent such Indebtedness, upon such amended terms, Indebtedness is not prohibited hereunder. (b) Except as otherwise expressly permitted by Section 7.2the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (v) amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five (5vi) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (vi) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect, or (vii) agree to any material amendment or other material change to or material waiver of its rights under any Material Contract (other than any First Lien Loan Document).

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in any respect, (ii) except for the Obligations or for any Indebtedness owing by a manner adverse Subsidiary of a Loan Party to a Loan Party, (A) make any mandatory, voluntary or optional payment (including, without limitation, any payment of interest in cash that, at the Borrower option of the issuer, may be paid in cash or the Lender, except in the case of this Section 7.7(akind), if prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Subordinated Indebtedness (including, without limitation, by way of depositing money or securities with the incurrence trustee therefor before the date required for the purpose of paying any portion of such Indebtedness, upon such amended terms, is not prohibited hereunder.Subordinated Indebtedness when due), (bB) Except as permitted by Section 7.2refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could aggregate would not reasonably be expected to result in have a Material Adverse ChangeEffect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of) of any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change (A) would (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, or would increase the interest rate applicable to such Indebtedness unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such amendment, modification or change, is at least $100 million, or (y) the total amount of such Indebtedness so amended, modified or changed since the Effective Date (together with the amounts permitted under clause (ii) hereof), does not exceed $500,000 in any Fiscal Year of the Borrower; (B) would change the subordination provision, if any, of such Indebtedness, or (C) would otherwise be adverse to the Lenders in any respect; (ii) accelerate except for the dates upon which payments Obligations and except as otherwise explicitly permitted herein, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of principal any of its or interest are due onits 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 increase refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the principal extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such event is at least $100 million, or (y) the total amount ofof such Indebtedness so paid since June 11, such Indebtedness2002 (together with the amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Parent; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.26.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN; (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; (v) amend, modify, waive or otherwise change (or permit the amendment, modification, waiver or other change in any manner) of any provisions in the Revolving Credit Facility Documents relating to (A) Availability, Excess Availability, Excess Availability Reserve, Gross Availability or the Borrowing Base (as each is defined in the Revolving Credit Facility) which amendment has or could have the effect of increasing Availability, Excess Availability, Gross Availability or the Borrowing Base or decreasing the Availability Reserve, (B) the Credit Card Advance Rate, the Inventory Advance Rate, the Appraised Inventory Percentage or the Appraised Inventory Liquidation Value (as each is defined in the Revolving Credit Facility), in each case, to an amount in excess of the rates set forth in the Revolving Credit Facility as in effect on the date hereof, (C) the definition of Cash Control Event and the related provisions contained in Article VII of the Revolving Credit Agreement or (D) any covenants or Events of Default contained in the Revolving Credit Agreement, if such amendments imposes any additional or more restrictive representations, covenants (financial or otherwise) or events of default than is contained in the Revolving Credit Agreements in effect on the date hereof, and, if, notwithstanding the foregoing, such amendment is made, the Borrower shall promptly notify, and furnish a copy thereof to the Agent; (vi) agree to any material amendment or other material change to or waiver of any of its rights under any Material Contract without the consent of the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of its or any of its Indebtedness Subsidiaries’ Subordinated Debt or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness Subordinated Debt if such amendment, modification or change would (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Subordinated Debt, would increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) change in a manner adverse to the BorrowerSubordinated Debt, the prepayment, redemption or put provisions of such Indebtedness; (v) would change the subordination provisions thereof (of such Subordinated Debt, or would otherwise be adverse to the Lenders or the subordination terms issuer of such Subordinated Debt in any material respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment, repurchase or other acquisition for value of any guaranty thereof), if any; of its or its Subsidiaries’ Indebtedness described in clauses (vii) change or amend any other term if such change or amendment would increase the obligations — (l) of the obligor definition of “Permitted Indebtedness” (including by way of depositing money or confer additional material rights on securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Indebtedness in a manner adverse when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower extent such refunded, refinanced, replaced, or exchanged Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any such Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Subordinated Indebtedness or any other Indebtedness that is secured by a lien that is subordinated to the liens securing the Obligations or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if (in the case of this clause (y) only) such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would add any covenant or event of default, would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner would otherwise be materially adverse to the Borrower Lenders or the issuer of such Indebtedness in any event respect unless such amendment, modification or change is permitted under the applicable subordination or intercreditor agreement updated thereto; (ii) (A) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of default any Subordinated Indebtedness or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in other Indebtedness that is secured by a manner adverse lien that is subordinated to the Borrower, liens securing the prepayment, redemption or put provisions Obligations in violation of such Indebtedness; (v) change the subordination provisions thereof or any subordination agreement with respect thereto; provided that, the Loan Parties may (or 1) make regularly scheduled interest payments and payments of fees, expenses and indemnification obligations as and when due in respect of any such Indebtedness (other than payments prohibited by the subordination terms of provisions thereof or any guaranty thereofsubordination or intercreditor agreement with respect thereto), if any; (2) refinance or exchange such Indebtedness with Permitted Refinancing Indebtedness, (vi3) change or amend any other term if such change or amendment would increase the obligations payment with respect to Permitted Intercompany Investments constituting Indebtedness made by a Subsidiary that is not Loan Party to a Loan Party so long as not in violation of the obligor subordination provisions applicable thereto, (4) payment with respect to Permitted Intercompany Investments constituting Indebtedness made by a Loan Party to a Loan Party or confer additional material rights on a Subsidiary that is not Loan Party, and (5) make such payment with, or convert such Indebtedness to, Equity Interests (other than Disqualified Equity Interests) or otherwise set off obligations owing to a Loan Party or any Subsidiary by the holder of such Subordinated Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of against such Subordinated Indebtedness, upon such amended terms, is not prohibited hereunder.; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that (A) either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect and (B) could not reasonably be expected to be materially adverse to the Agents or the Lenders; (iv) amend, modify or otherwise change or waive any of its rights under any Acquisition Document if such amendment, modification, change or waiver could reasonably be expected to have a Material Adverse Effect; or (v) amend, modify or otherwise change its name, jurisdiction of incorporation or organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of incorporation or organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 10 days' prior written notice by the Borrower to the Collateral Agent of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent's Liens.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (including the Indenture) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a"Permitted Indebtedness"), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, provided that the Borrower may purchase or redeem Senior Notes if both immediately before and immediately after giving effect to such purchases and/or redemptions (A) the incurrence ratio of such IndebtednessSenior Debt to Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended twelve months shall not be greater than 2.0 to 1.0, upon such amended terms(B) no Default or Event of Default shall have occurred and be continuing and (C) Availability shall not be less than $10,000,000, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect or (v) cause or permit (1) any Indebtedness other than the Indebtedness under this Agreement to be designated as "Permitted Indebtedness" under clause (vi) of the definition thereof set forth in the Indenture or (2) more than $2,000,000 of Indebtedness other than the Indebtedness under this Agreement to be designated as "Permitted Indebtedness" under clause (x) of the definition thereof set forth in the Indenture. In determining the ratio pursuant to clause (ii)(A) above for a particular period (i) pro forma effect will be given to: (x) the incurrence, repayment or retirement of any Indebtedness by such Person and its Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired on the first day of such period and (y) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any property or assets acquired or disposed of by such Person and its Subsidiaries since the first day of such period, as if such acquisition or disposition occurred on the first day of such period; (ii) interest on Indebtedness bearing a floating interest rate will be computed as if the rate of computation had been the applicable rate for the entire period; (iii) if such Indebtedness bears, at the option of such Person and its Subsidiaries, a fixed or floating rate of interest, interest thereon will be computed by applying, at the option of such Person, either the fixed or floating rate; and (iv) the amount of Indebtedness under a revolving credit facility will be computed based upon the average daily balance of such Indebtedness during such period.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) AmendExcept for the Revolving Indebtedness, amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase be in violation of any applicable subordination agreement or any subordination provisions subordinating such Indebtedness to the interest rate on such Indebtedness; Obligations; (ii) accelerate except for the dates upon which payments Obligations and the Revolving Indebtedness, (A) make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or increase other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the principal amount oftrustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse Change.Effect, provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); (iv) agree to any amendment, modification or other change to or waiver of any of its rights under (i) any ULHL Acquisition Document if such amendment, modification, change or waiver would be adverse to any Loan Party or any of its Subsidiaries or the Agents and the Lenders, (ii) any other Material Contract if such amendment, modification, change or waiver would be materially adverse to the Agents and the Lenders; (v) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least 30 days’ prior written notice by the Borrowers to the Collateral Agent of such change and so long as, at the time of such written notification, such Person promptly provides any financing statements or fixture filings requested to perfect and continue perfected the Collateral Agent’s Liens;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect; (ii) accelerate except for the dates upon which payments of principal or interest are due onObligations, or increase the principal amount of, such Indebtedness; (iiiA) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant other than with respect to such Permitted Refinancing Indebtedness; , make any voluntary or optional payment (iv) change including, without limitation, any payment of interest in a manner adverse to cash that, at the Borroweroption of the issuer, the may be paid in cash or in kind), prepayment, redemption redemption, defeasance, sinking fund payment or put provisions other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness; ), (vC) change 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 (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or the subordination terms repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract or any Acquisition Document if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (including, without limitation, the MHI Indenture and the MI Indenture), or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) would change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provision, if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon or would otherwise be adverse to the Lenders or the L/C Issuer in any respect, (ii) except for the Obligations and the purchase on the Effective Date by MHI of the MHI Notes held by MI immediately prior to the Effective Date, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such amended termsIndebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is not prohibited otherwise expressly permitted by the definition of "Permitted Indebtedness"), or, except for the Obligations and other Permitted Indebtedness required to be prepaid in connection with an asset disposition permitted hereunder. , make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. No Credit Party will, nor will any Credit Party permit any of their Subsidiaries to, (ai) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any agreement, instrument or document evidencing or governing any of the other Indebtedness of Holdings or its Indebtedness 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 (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any material respect, (ii) except for the Obligations and except as otherwise expressly provided in Section 3.3, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence of such Indebtednessforegoing, upon such amended terms, is not prohibited (iii) except as otherwise permitted hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect, provided, that this Section 8.16 shall not prohibit the execution, amendment or restatement on or prior to the Effective Date of the Shareholders Agreement.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness 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 (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Maturity Date, would increase the interest rate on applicable to such Indebtedness (including by paying cash interest in respect of Indebtedness that is to be paid in kind), or would change the subordination provision, if any, of such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner would otherwise be materially adverse to the Borrower issuer of such Indebtedness in any event of default or add or make more restrictive any covenant with respect to such Indebtedness; respect, (ivii) change in a manner adverse to except for the BorrowerSenior Lien Obligations, the Cash Pay Second Lien Obligations and the Obligations, make any voluntary or optional payment, prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof)Indebtedness (including, if any; without limitation, by way of depositing money or (vi) change or amend securities with the trustee therefor before the date required for the purpose of paying any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor, is not prohibited hereunder. except as contemplated by the Senior Lien Indenture, the Cash Pay Second Lien Indenture and this Indenture, make any prepayment, redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, (A) amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly Owned Subsidiaries in writing in its sole discretionaccordance with Section 4.2(c). , or (cB) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, it with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not (in the Trustee’s reasonable judgment) reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend(x) Except with respect to the 2024 Term Loan or the Refinancing Facilities, amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Restricted Subsidiaries’ Indebtedness outstanding as of the Issue 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 (iA) shorten the final maturity of such Indebtedness, or shorten the average life to maturity of such Indebtedness, to a date earlier than 91 days after the Maturity Date, (B) require any payment to be made on such Indebtedness earlier than the date originally scheduled on such Indebtedness, unless such payment is to be made after the date that is 91 days after the Maturity Date, (C) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; , or (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (vD) change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provision, if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. or (by) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or permit the amendment, modification or other change in any manner of) any of the provisions of the 2024 Term Loan, the Refinancing Facilities or any Indebtedness incurred under clause (q) of “Permitted Indebtedness” in a manner that would cause such shorter notice as Indebtedness to fail to satisfy the Lender may consent to in writing in its sole discretion).Debt Parameters; (cii) Without not less than five except for any Indebtedness owing by a Restricted Subsidiary of a Notes Party to a Notes Party, (5A) days prior written consent make any mandatory, voluntary or optional payment (including any payment of interest in cash that, at the option of the Lenderissuer, change may be paid in cash or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any executive officer of its or its Restricted Subsidiaries’ Junior Indebtedness (including by way of depositing money or securities with the Borrower.trustee therefor before the date required for the purpose of paying any portion of such Junior Indebtedness when due), except the repurchase of Existing 2L Notes pursuant to and in accordance with any Convertible Notes Exchange conducted on or prior to the Delayed Draw Term Loan Commitment Termination Date (as defined in the 2024 Term Loan), the cash portion of which is funded with the proceeds of Delayed Draw Term Loans (as defined in the 2024 Term Loan); provided that at the time any such payment is made pursuant to this clause (A), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (dB) Amendrefund, refinance, replace or exchange any other Junior Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness); (iii) amend, modify or otherwise change any of its Formation Governing Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could aggregate would not reasonably be expected to result in have a Material Adverse ChangeEffect; provided that no such amendment, modification or change or new agreement or arrangement shall provide for any plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any similar statute or provision under applicable law); or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Notes Party or any of its Restricted Subsidiaries or the Holders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect applicable to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) would change the subordination provisions thereof (or the subordination terms of any guaranty thereof)provisions, if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder , of such Indebtedness in a manner adverse to the Borrower Lenders, or would otherwise be adverse to the Lenders or the Lenderissuer of such Indebtedness in any respect, provided, that, notwithstanding the foregoing, the Loan Parties may amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of the Indebtedness permitted under clause (m) of the definition of Permitted Indebtedness to the extent that after giving effect to such amendment, modification or change, such Indebtedness continues to be permitted under clause (m) of the definition of Permitted Indebtedness; (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except, in the case of this Section 7.7(aany refund, refinance, replacement or exchange, to the extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), if make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness in violation of the incurrence subordination provisions thereof or any subordination agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided that notwithstanding the foregoing, so long as no Default or Event of Default exists immediately before or immediately after giving effect to such payment, the Parent may make purchases, repurchases or redemptions of Senior Subordinated Notes (1) on the open market or pursuant to the equity clawback provisions of Section 3.07(b) of the Senior Subordinated Note Indenture, but only with the Net Cash Proceeds of an Excluded Equity Issuance or (2) otherwise, in an aggregate amount not to exceed $2,500,000 in any period of four consecutive fiscal quarters and $5,000,000 on and after the Effective Date, but only with that portion of Excess Cash Flow for any period that is not required to be applied as a mandatory prepayment hereunder in accordance with Section 2.05(c)(ii) and only after any mandatory prepayments relating to Excess Cash Flow required to be made pursuant to Section 2.05(c)(ii) have been made, in each of cases (1) and (2) so long as after giving effect to any such purchases, repurchases or redemptions, (x) the Parent shall be in compliance on a pro forma basis with the financial covenants in this Agreement and (y) the Parent shall have Excess Availability of not less than $20,000,000, (iii) designate any Indebtedness of such Loan Party, other than Indebtedness arising under the Loan Documents, as "Designated Senior Debt" (or any like term) under the Senior Subordinated Note Indenture or any other indenture or other documentation for any Subordinated Indebtedness, upon such amended terms, is not prohibited hereunder.; (biv) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in each case without providing the Lender not less than five connection with a transaction permitted by Section 7.02(c) and (5B) change its name upon at least 30 days prior written notice (by the Administrative Borrower to the Agents of such change and so long as, at the time of such written notification, such Person provides any financing statements or such shorter notice as fixture filings necessary to perfect and continue perfected the Lender may consent to in writing in its sole discretion).Collateral Agent's Liens; or (cv) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (v) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, the Subordinated Debt Loan Documents, any purchase agreement, indenture, loan agreement or security agreement) relating to (A) any such Indebtedness (other than Indebtedness arising under the Subordinated Debt Loan Documents) if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; , would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect or (B) any Indebtedness arising under the terms of the Subordinated Debt Loan Documents, if such amendment, modification or change would otherwise be prohibited by the Intercreditor Agreement; (ii) accelerate except for the dates upon which payments Obligations, (A) make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or increase other acquisition for value of any of its or its Subsidiaries' Indebtedness, including, without limitation, the principal amount ofSubordinated Debt Credit Facility (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness; Indebtedness when due), (iiiB) change in a manner materially adverse to the Borrower refund, refinance, replace or exchange any event of default or add or make more restrictive other Indebtedness for any covenant such Indebtedness (other than with respect to such Permitted Refinancing Indebtedness; ), (ivC) change in a manner adverse to the Borrowermake any payment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (vI) change any Subordinated Indebtedness (other than the Subordinated Debt Credit Facility) in violation of the subordination provisions thereof or any subordination agreement with respect thereto or (II) any Indebtedness evidenced by the Subordinated Debt Credit Facility in violation of the Intercreditor Agreement, or the subordination terms (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder.foregoing; (biii) Except as permitted by Section 7.2, amend, modify or otherwise change any of its nameGoverning Documents (including, jurisdiction without limitation, by the filing or modification of formation or organizational identification numberany certificate of designation, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, ) with respect to any of its Equity InterestsInterests (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and aggregate could not reasonably be expected to result in have a Material Adverse ChangeEffect; or (iv) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contract if such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agents and the Lenders.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Borrower or any of its Indebtedness 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 (i) 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 on 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) accelerate except for the dates upon which payments of principal Obligations, make any voluntary or interest are due onoptional payment, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms other acquisition for value of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations Indebtedness of the obligor Borrower or confer additional material rights on any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the holder trustee therefor before the date required for the purpose of paying any portion of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(awhen due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent filing or modification of the Lenderany certificate of designation, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity Interests, Capital Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse any respect, (ii) except for the Obligations, make (or give any notice with respect thereto) any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the Borrower or extent such Indebtedness is otherwise expressly permitted by the Lender, except in the case definition of this Section 7.7(a“Permitted Indebtedness”), if or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the incurrence foregoing (except for the prepayment of any Indebtedness owing under the NMFFP and permitted hereunder in connection with the sale of any assets pledged as collateral security for such Indebtedness), upon such amended terms, is not prohibited hereunder. (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification numbernumber or FEIN, in each case without providing the Lender not less than five or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness 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 (i) 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 on applicable to such Indebtedness; , would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to Lexington or the issuer of such Indebtedness in any respect; (ii) accelerate except for the dates upon which payments Obligations, make any voluntary or optional payment (including, without limitation, any payment of principal interest in cash that, at the option of the issuer, may be paid in cash or interest are due onin kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its 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 increase the principal amount ofrefund, refinance, replace or exchange any other Indebtedness for any such Indebtedness; Indebtedness (iii) change in a manner materially adverse except to the Borrower extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), make any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrowerpayment, the prepayment, redemption redemption, defeasance, sinking fund payment or put provisions repurchase of such Indebtedness; (v) change any Subordinated Indebtedness in violation of the subordination provisions thereof (or the any subordination terms agreement with respect thereto, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any guaranty thereof)Indebtedness as a result of any asset sale, if any; change of control, issuance and sale of debt or (vi) change equity securities or amend similar event, or give any other term if such change or amendment would increase the obligations notice with respect to any of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lenderforegoing; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except in the case of this Section 7.7(a)MARKED BY BRACKETS, if the incurrence of such IndebtednessHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, upon such amended terms, is not prohibited hereunderAS AMENDED. (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (number or such shorter notice as the Lender may consent to in writing in its sole discretion).FEIN; (civ) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change any of its Formation Governing Documents by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsInterests (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Interests; or (v) amend, except modify or otherwise change any such amendments, modifications Transaction Document or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse ChangeSettlement Document.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness (including, without limitation, the NAHC Notes and the NATC Notes) 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 (i) 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 on applicable to such Indebtedness; (ii) accelerate , would change the dates upon which payments subordination provision, if any, of principal or interest are due onsuch Indebtedness, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (Lenders or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in any respect, (ii) except for the Obligations and (in the absence of a manner adverse continuing Event of Default and to the Borrower extent permitted under the NATC Indenture) the NAHC Notes and the NATC Notes, make any voluntary or optional payment, prepayment, purchase, redemption, defeasance, sinking fund payment or other acquisition for value of any of its, the LenderParent's or its Subsidiaries' Indebtedness (including, except in without limitation, by way of depositing money or securities with the case trustee therefor before the date required for the purpose of this Section 7.7(apaying any portion of such Indebtedness when due), if or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the incurrence extent such Indebtedness is otherwise expressly permitted by the definition of such "Permitted Indebtedness"), upon such amended termsor make any payment, is not prohibited hereunder. prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (biii) Except except as permitted by Section 7.27.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN or (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of) of any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change (A) would (i) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, or would increase the interest rate applicable to such Indebtedness unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such amendment, modification or change, is at least $100 million, or (y) the total amount of such Indebtedness so amended, modified or changed since the Effective Date (together with the amounts permitted under clause (ii) hereof), does not exceed $500,000 in any Fiscal Year of the Borrower; (B) would change the subordination provision, if any, of such Indebtedness, or (C) would otherwise be adverse to the Lenders in any respect; (ii) accelerate except for the dates upon which payments Obligations and except as otherwise explicitly permitted herein, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of principal any of its or interest are due onits 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 increase refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the principal extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such event is at least $100 million, or (y) the total amount ofof such Indebtedness so paid since the Effective Date (together with the amounts permitted under clause (i)(A) hereof), such Indebtednessdoes not exceed $500,000 in any Fiscal Year of the Borrower; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.26.02(c), amend, modify or otherwise change its name, jurisdiction of formation or organization, organizational identification number, in each case without providing the Lender not less than five number or FEIN; (5iv) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amendamend, modify or otherwise change its Formation Documents certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Equity InterestsCapital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Equity InterestsCapital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iv) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect; (v) amend, modify, waive or otherwise change (or permit the amendment, modification, waiver or other change in any manner) of any provisions in the Revolving Credit Facility Documents relating to (A) Availability, Excess Availability, Excess Availability Reserve, Gross Availability or the Borrowing Base (as each is defined in the Revolving Credit Facility) which amendment has or could have the effect of increasing Availability, Excess Availability, Gross Availability or the Borrowing Base or decreasing the Availability Reserve, (B) the Credit Card Advance Rate, the Inventory Advance Rate, the Appraised Inventory Percentage or the Appraised Inventory Liquidation Value (as each is defined in the Revolving Credit Facility), in each case, to an amount in excess of the rates set forth in the Revolving Credit Facility as in effect on the date hereof, (C) the definition of Cash Control Event and the related provisions contained in Article VII of the Revolving Credit Agreement, (D) the provisions of the Revolving Credit Agreement relating to the Term Loan Debt, and (E) any covenants or Events of Default contained in the Revolving Credit Agreement, if such amendments imposes any additional or more restrictive representations, covenants (financial or otherwise) or events of default than is contained in the Revolving Credit Agreements in effect on the date hereof, and, if, notwithstanding the foregoing, such amendment is made, the Borrower shall promptly notify, and furnish a copy thereof to the Agent; (vi) agree to any material amendment or other material change to or waiver of any of its rights under any Material Contract without the consent of the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect. (m) Section 6.02(n) of the Loan Agreement is hereby amended and restated in its entirety as follows:

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ai) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of its Indebtedness the Loan Parties or any of their Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) 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 on applicable to such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase would change the principal amount ofsubordination provision, if any, of such Indebtedness; (iii) change in a manner materially , or would otherwise be adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder issuer of such Indebtedness in a manner adverse to any respect, (ii) except for the Borrower Obligations, make any voluntary or optional payment, prepayment, redemption defeasance, including fund payment or other acquisition for value of any Indebtedness of the LenderLoan Parties or any of their Subsidiaries (including, except in without limitation, by way of depositing money or securities with the case trustee therefor before the date required for the purpose of this Section 7.7(apaying any portion of such Indebtedness when due), if the incurrence of or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, upon such amended termsor make any prepayment, is not prohibited hereunder. redemption defeasance, including fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (biii) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction their certificate of formation incorporation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice bylaws (or such shorter notice as other similar organizational documents), including, without limitation, by the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent filing or modification of the Lenderany certificate of designation, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by itthem, with respect to any of its Equity Intereststheir Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Equity Intereststheir Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(dclause (iii) that, that either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in have a Material Adverse ChangeEffect.