Common use of Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc Clause in Contracts

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Date, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) (A) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Date, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) (A) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation change in its state of Wholly-Owned Subsidiaries incorporation in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ia) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to Agent or the Lenders or the issuer of such Indebtedness in any respect, (ii) except for provided that, in the Obligationscase of the Senior Secured Notes Indenture and the Senior Secured Notes, make any voluntary or optional paymentamendment, prepayment, redemption modification or other acquisition for value 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 Indebtedness other scheduled maturity of the Issuer or principal amount thereof on any date which is earlier than the date occurring six months after the then latest Commitment Termination Date, (B) the interest rate applicable to the Senior Secured Notes shall not be higher than such interest rate as in effect on the Closing Date, (C) the definition of its Subsidiaries the terms “Credit Facility Document,” “Credit Facility Liens,” “Credit Facility Priority Collateral,” “Discharge of Credit Facility Obligations,” and “Discharge of Senior Secured Note Obligations,” appearing in the Senior Secured Notes Indenture and Section 4.10(3) of the Senior Secured Notes Indenture shall not be changed, in each case, from those appearing in the Senior Secured Notes Indenture as in effect as of the Closing Date and (D) the terms governing any such Indebtedness shall not contain any provision (including, without limitation, by way covenants, mandatory redemptions or offers to purchase or prepay, defaults and remedies) which, in the reasonable judgment of depositing money Agent is materially more adverse to Agent or securities with the trustee therefor before Lenders than the date required for provisions in the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness Senior Secured Notes Documents as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) (A) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.Closing Date;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of (A) any of the Subordinated Loan Documents, or (B) any agreement, instrument or document evidencing or governing any of the other Indebtedness of the Issuer Group or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness Lenders in any respect, (ii) except for the ObligationsObligations and except as otherwise expressly provided in Section 2.05(c)(iv), make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as otherwise permitted amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN unless the Agent shall have been provided with not less than thirty (A30) days prior written notice thereof, (iv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect, 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. 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, (i) Amendamend, 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 Subsidiaries 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 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 Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the ObligationsObligations 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such IndebtednessIndebtedness (except to the extent such Indebtedness is otherwise expressly permitted by Section 6.1), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as permitted by Section 6.9, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.”;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) AmendExcept for the Foothill Indebtedness, 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 Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) with respect to the Foothill Indebtedness, amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of such Indebtedness or of any instrument or agreement (including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would contravene the provisions of the Intercreditor Agreement, (iii) except for the ObligationsObligations and the Foothill Indebtedness, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or 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, (iv) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, or (iii) (Av) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, including by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have result in a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including the Intercompany Note and any other purchase agreement, indenture, loan agreement agreement, or security agreement) relating to any such Indebtedness 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 that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness other than (A) the Obligations, (B) to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”, or (C) prepayments of Indebtedness permitted under (I) clause (c) or clause (d) of the definition of “Permitted Indebtedness” with the proceeds of a Disposition of the assets securing such Indebtedness so long as the Liens on such assets, and such Disposition, are expressly permitted hereunder, and (II) clause (k) of the definition of “Permitted Indebtedness”, (iii) make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoingforegoing except as permitted by the foregoing Section 7.02(m)(ii)(C), (iv) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, (iii) (Av) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, including by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have result in a Material Adverse Effect, or (vi) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Management Agreement in a manner adverse to the Lenders or the Credit Parties.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. 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, (i) Amendamend, 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 Subsidiaries 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 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 Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the ObligationsObligations 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such IndebtednessIndebtedness (except to the extent such Indebtedness is otherwise expressly permitted by Section 6.1), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as permitted by Section 6.9 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 organization, organizational identification number or FEIN or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Agents or the Lenders or the issuer of such Indebtedness in any respect, provided that, in the case of the Euro Indenture, the Euro Notes, the New US Securities, no amendment, modification or other change shall be made to any of such documents, except as otherwise permitted under the definition of Permitted Indebtedness, (ii) except for the ObligationsObligations and Indebtedness permitted under clause (j) of the definition Permitted Indebtedness, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent any such optional payment, prepayment, redemption, defeasance, sinking fund payment, acquisition, refund, refinancing, replacement or exchange is otherwise expressly permitted by the definition of Permitted Indebtedness, the Subordination and Intercreditor Agreement or referred to in Section 2.05(c)(vii) or Section 2.05(c)(ix) (whether or not requiring a prepayment of the Loans pursuant to either such section) or contemplated by the Mizuho/Glencore Transactions or in the proviso to the definition of Euro Note Restructuring Transaction), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that (A) are in connection with the Mizuho/Glencore Transactions or the Euro Note Restructuring Transaction or (B) either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness Lenders in any material respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN; provided, however, that the Loan Parties or their Subsidiaries may change their names upon at least 15 days prior written notice to the Collateral Agent of such change and so long as, at the time of such written notification, the applicable Loan Party provides any financing statements necessary to perfect and continue as perfected the Collateral Agent’s Liens, or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except (A) any such amendments, modifications or changes to the charter documents of Jobsinthemoney, the sole effect of which would reduce the authorized number of outstanding shares of such entity, and (B) any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have result in a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries 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 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 Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, provided that the Borrower may purchase or redeem Senior Notes if both immediately before and immediately after giving effect to such purchases and/or redemptions (A) the ratio of Senior Debt to Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended twelve months shall not be greater than 2.0 to 1.0, (B) no Default or Event of Default shall have occurred and be continuing and (C) Availability shall not be less than $10,000,000, (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse EffectEffect or (v) cause or permit (1) any Indebtedness other than the Indebtedness under this Agreement to be designated as "Permitted Indebtedness" under clause (vi) of the definition thereof set forth in the Indenture or (2) more than $2,000,000 of Indebtedness other than the Indebtedness under this Agreement to be designated as "Permitted Indebtedness" under clause (x) of the definition thereof set forth in the Indenture. In determining the ratio pursuant to clause (ii)(A) above for a particular period (i) pro forma effect will be given to: (x) the incurrence, repayment or retirement of any Indebtedness by such Person and its Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired on the first day of such period and (y) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any property or assets acquired or disposed of by such Person and its Subsidiaries since the first day of such period, as if such acquisition or disposition occurred on the first day of such period; (ii) interest on Indebtedness bearing a floating interest rate will be computed as if the rate of computation had been the applicable rate for the entire period; (iii) if such Indebtedness bears, at the option of such Person and its Subsidiaries, a fixed or floating rate of interest, interest thereon will be computed by applying, at the option of such Person, either the fixed or floating rate; and (iv) the amount of Indebtedness under a revolving credit facility will be computed based upon the average daily balance of such Indebtedness during such period.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of) of any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change (A) would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, or would increase the interest rate applicable to such IndebtednessIndebtedness unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such amendment, modification or change, is at least $100 million, or (y) the total amount of such Indebtedness so amended, modified or changed since the Effective Date (together with the amounts permitted under clause (ii) hereof), does not exceed $500,000 in any Fiscal Year of the Borrower; (B) would change the subordination provision, if any, of such Indebtedness, or (C) would otherwise be adverse to the issuer of such Indebtedness Lenders in any respect, ; (ii) except for the ObligationsObligations and except as otherwise explicitly permitted herein, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoingforegoing unless (x) Excess Availability, both immediately prior to, immediately after giving effect to and on a pro forma projected basis for the 12 months immediately following such event is at least $100 million, or (y) the total amount of such Indebtedness so paid since the Effective Date (together with the amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Borrower; (iii) except as permitted by Section 6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN; (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not have a Material Adverse Effect; (v) amend, modify, waive or otherwise change (or permit the amendment, modification, waiver or other change in any manner) of any provisions in the Revolving Credit Facility Documents relating to (A) Availability, Excess Availability, Excess Availability Reserve, Gross Availability or the Borrowing Base (as each is defined in the Revolving Credit Facility) which amendment has or could have the effect of increasing Availability, Excess Availability, Gross Availability or the Borrowing Base or decreasing the Availability Reserve, (B) the Credit Card Advance Rate, the Inventory Advance Rate, the Appraised Inventory Percentage or the Appraised Inventory Liquidation Value (as each is defined in the Revolving Credit Facility), in each case, to an amount in excess of the rates set forth in the Revolving Credit Facility as in effect on the date hereof, (C) the definition of Cash Control Event and the related provisions contained in Article VII of the Revolving Credit Agreement, (D) the provisions of the Revolving Credit Agreement relating to the Term Loan Debt, and (E) any covenants or Events of Default contained in the Revolving Credit Agreement, if such amendments imposes any additional or more restrictive representations, covenants (financial or otherwise) or events of default than is contained in the Revolving Credit Agreements in effect on the date hereof, and, if, notwithstanding the foregoing, such amendment is made, the Borrower shall promptly notify, and furnish a copy thereof to the Agent’s reasonable judgment; (vi) agree to any material amendment or other material change to or waiver of any of its rights under any Material Contract without the consent of the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably be expected likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. No Credit Party shall, nor shall it permit any of its Subsidiaries to, (i) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness individually or in the aggregate in excess of $5,000,000 (other than intercompany Indebtedness in accordance with this Agreement) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness 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 that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such IndebtednessIndebtedness by more than 3% (other than the imposition of any default rate of interest and any interest paid in kind), or would change the subordination provision, if any, of such Indebtedness, or would otherwise be materially adverse to the Lenders or the issuer of such Indebtedness in any respect; provided, however, that, with respect to the Revolving Loan Agreement (and any related loan documents), no amendment, modification or other change shall be made except as permitted in the Intercreditor Agreement, (ii) except for the ObligationsObligations and voluntary prepayments of intercompany Indebtedness not otherwise prohibited by this Agreement, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such IndebtednessIndebtedness (except to the extent such Indebtedness is otherwise expressly permitted by Section 6.1), or make any payment, prepayment, redemption 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, or however, that, with respect to the Revolving Loan Agreement (and any related loan documents), none of the foregoing actions described in this clause (ii) shall take place except as permitted in the Intercreditor Agreement, (iii) except as permitted by Section 6.9, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or Federal Employer Identification Number or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provisionprovisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, including by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such other Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing; provided that nothing in this clause (ii) shall prohibit Borrower from defeasing or prepaying the Senior Secured Notes with the proceeds of other Permitted Indebtedness or with the proceeds of Capital Stock described in Section 2.05(c)(vi), (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, or (iii) (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, including by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have result in a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. The Borrower will not (i) Amendamend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) of any of the provisions of any Indebtedness (other than Indebtedness of the Issuer Borrower and its Subsidiaries under the Senior Debt Facility) of the Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, (ii) except for (A) the Obligations, (B) Capitalized Lease Obligations and purchase money Indebtedness which is prepaid in the ordinary course of business of the Borrower in an aggregate amount not to exceed $75,000, and (C) Indebtedness evidenced by Seller Subordinated Notes which is prepaid in an aggregate amount not to exceed $15,000 per month, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the Issuer Borrower or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or 50 -44- repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) (A) amend, modify or otherwise change its their certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it them, with respect to any of its their Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its their Capital Stock, Stock except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could are not (in the Agent’s reasonable judgment) reasonably be expected likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoingforegoing except for (A) the Obligations, (B) the Working Capital Indebtedness, (C) the German W/C Facility, (D) the Indebtedness of the Parent under the Xxxxxxxxxxx Note, provided that such payments are made in accordance with the terms of the Xxxxxxxxxxx Subordination Agreement solely by the Parent exercising its right of set-off against the Indebtedness evidenced by the note receivable of the Parent in the amount of $5,000,000 payable by Xxxxx X. Xxxxxxxxxxx, Xx. evidencing the loan in the principal amount of $5,000,000 made by the Parent to Xxxxx X. Xxxxxxxxxxx, Xx. on the Effective Date, (E) the Indebtedness evidenced by the CGW Loan Documents (x) in an amount of (1) up to $2,500,000 from the proceeds of the initial extension of credit under the German W/C Facility, provided that such payments are made (AA) in accordance with the terms of the CGW Subordination Agreement, (BB) only after not less than $3,000,000 of the principal of the Term Loan A has first been prepaid from the proceeds of the initial extension of credit under the German W/C Facility and (CC) both immediately before and after giving effect to any such payment, no Default or Event of Default shall have occurred and be continuing, plus (2) any amount that a Term Loan Lender elects not to receive from the portion of the Net Cash Proceeds of a Disposition under Section 2.06(c)(ii)(C) that would otherwise be payable to such Term Loan Lender, and (y) from the Net Cash Proceeds of any Disposition permitted by Section 6.02(c)(ii)(C), provided that such payments are made (1) in accordance with the terms of the CGW Subordination Agreement, (2) only after $25,500,000 of the Net Cash Proceeds of any Disposition permitted by Section 6.02(c)(ii)(C) are first applied to prepay the Term Loans in accordance with Section 2.05(c), and (3) if both immediately before and after giving effect to any such payments no Default or Event of Default shall have occurred and be continuing, and (F) the payment of up to $2,000,000 to terminate the Parent’s obligations in connection with the Xxxxxxxxxxx Guaranty, provided that, no payment shall be made to terminate the obligation of the Parent with respect to the Xxxxxxxxxxx Guaranty (1) prior to the date which is 90 days after the Effective Date and (2) unless both immediately before and after such payment (AA) no Default or Event of Default shall have occurred and be continuing and (BB) Net Availability is not less than $5,000,000, (iii) except as permitted by Section 6.02(c), after giving effect to the Merger, amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Project Subsidiary Indebtedness of existing on the Issuer Effective Date, or enter into any of its Subsidiaries new Project Subsidiary Indebtedness after the Effective Date, or of 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 shorten the (a) have a final maturity or average life to maturity of, or require any payment to be made date earlier than the date that is 120 days after the Final Outside Maturity Date, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise (b) not be adverse to the issuer of such Indebtedness in any respectNon-Recourse, (iic) except limit the ability of the Loan Parties to perform the Obligations or grant Liens on the Collateral under the Security Documents, (d) have terms and conditions that, taken as a whole, are materially and adversely worse for the ObligationsBorrower's Subsidiaries that are party thereto than the terms and conditions contained in the Aggregation Facility as in effect on the Effective Date, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness (e) restrict the amendment of the Issuer or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or 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 foregoingLoan Documents, or (iiif) (A) amendprovide for Indebtedness with an Advance Rate that, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents)if fully drawn, including, without limitation, by would cause the filing or modification of any certificate of designation, other than Loan Parties to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it with respect fail to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in satisfy the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.LTV Conditions;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change change) in any manner of) of any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change (A) would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally 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 thereto and projected Excess Availability on a pro forma projected basis for the 12 months immediately following, such amendment, modification or change is at least $100 million, or (y) the total amount of such Indebtedness so amended, modified or changed since the Effective Date (together with the amounts permitted under clause (ii) hereof), does not exceed $500,000 in any Fiscal Year of the Borrowers, (B) would change the subordination provision, if any, of such Indebtedness, or (C) would otherwise be adverse to the issuer of such Indebtedness Lenders in any respect, ; (ii) except for the ObligationsObligations and except as otherwise explicitly permitted herein, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, unless (x) Excess Availability, both immediately prior to, immediately after giving effect thereto and projected Excess Availability on a pro forma projected basis for the 12 months immediately following, such payment is at least $100 million, or (y) the total amount of such Indebtedness so paid since the Effective Date (together with the amounts permitted under clause (i)(A) hereof), does not exceed $500,000 in any Fiscal Year of the Borrowers; (iii) except as permitted by Section 6.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN; (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not have a Material Adverse Effect; (v) amend, modify, waive or otherwise change (or permit the amendment, modification, waiver or other change in any manner) of any provisions in the Revolving Credit Facility Documents relating to (A) Availability, Excess Availability, Excess Availability Reserve, Gross Availability or the Borrowing Base (as each is defined in the Revolving Credit Facility) which amendment has or could have the effect of increasing Availability, Excess Availability, Gross Availability or the Borrowing Base or decreasing the Availability Reserve, (B) the Credit Card Advance Rate, the Inventory Advance Rate, the Appraised Inventory Percentage or the Appraised Inventory Liquidation Value (as each is defined in the Revolving Credit Facility), in each case, to an amount in excess of the rates set forth in the Revolving Credit Facility as in effect on the date hereof, (C) the definition of Cash Control Event and the related provisions contained in Article VII of the Revolving Credit Agreement, (D) the provisions of the Revolving Credit Agreement relating to the Term Loan Debt, and (E) any covenants or Events of Default contained in the Revolving Credit Agreement, if such amendments imposes any additional or more restrictive representations, covenants (financial or otherwise) or events of default than is contained in the Revolving Credit Agreements in effect on the date hereof, and, if, notwithstanding the foregoing, such amendment is made, the Administrative Borrower shall promptly notify, and furnish a copy thereof to the Agent’s reasonable judgment; (vi) agree to any material amendment or other material change to or waiver of any of its rights under any Material Contract without the consent of the Agent (which consent shall not be unreasonably withheld); or (vii) alter, modify or amend any Lease in a manner which is reasonably be expected likely to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Agent or the Lenders or the issuer of such Indebtedness in any respect, provided that, in the case of the Euro Indenture, the Euro Notes, the New US Securities, no amendment, modification or other change shall be made to any of such documents, except as otherwise permitted under the definition of Permitted Indebtedness, (ii) except for the ObligationsObligations and Indebtedness permitted under clause (j) of the definition Permitted Indebtedness, make any voluntary or optional payment, prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent any such optional payment, prepayment, redemption, defeasance, sinking fund payment, acquisition, refund, refinancing, replacement or exchange is otherwise expressly permitted by the definition of Permitted Indebtedness, the Subordination and Intercreditor Agreement or referred to in Section 2.05(c)(vii) or Section 2.05(c)(ix) (whether or not requiring a prepayment of the Loans pursuant to either such section) or contemplated by the Mizuho/Glencore Transactions or in the proviso to the definition of Euro Note Restructuring Transaction), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that (A) are in connection with the Mizuho/Glencore Transactions or the Euro Note Restructuring Transaction or (B) either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness (other than, so long as no Default or Event of Default exists, intercompany Indebtedness) if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (ii) except for the Obligations, 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 redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN or (Aiv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital Stock (including any shareholders’ ' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iiiiv) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries 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 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 Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, would add any covenant or event of default, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, ; (ii) except for the ObligationsObligations (and other than any CARES Act Indebtedness, CEBA Indebtedness or HASCAP Indebtedness, in each case solely to the extent required by applicable law), (A) make any voluntary or optional paymentpayment (including, without limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash or in kind), prepayment, redemption redemption, defeasance, sinking fund payment or other acquisition for value of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries' Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or (B) refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (other than with respect to Permitted Refinancing Indebtedness), or (C) make any payment, prepayment, redemption redemption, defeasance, sinking fund payment or repurchase of any outstanding Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or (D) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) (A) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (ia) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Issuer or any of its Subsidiaries or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement agreement, guaranty or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Dateoriginally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to Agent or the Lenders or the issuer of such Indebtedness in any respect, (ii) except for provided that, in the Obligationscase of the Senior Secured Notes Indenture and the Senior Secured Notes, make any voluntary or optional paymentamendment, prepayment, redemption modification or other acquisition for value 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 Indebtedness other scheduled maturity of the Issuer or principal amount thereof on any date which is earlier than the date occurring six months after the then latest Commitment Termination Date, (B) the interest rate applicable to the Senior Secured Notes shall not be higher than such interest rate as in effect on the Closing Date, (C) the definition of its Subsidiaries the terms “Credit Facility Document,” “Credit Facility Liens,” “Credit Facility Priority Collateral,” “Discharge of Credit Facility Obligations,” and “Discharge of Senior Secured Note Obligations,” appearing in the Senior Secured Notes Indenture and Section 4.10(3) of the Senior Secured LEGAL_US_E # 82813718.8 Notes Indenture shall not be changed, in each case, from those appearing in the Senior Secured Notes Indenture as in effect as of the Closing Date and (D) the terms governing any such Indebtedness shall not contain any provision (including, without limitation, by way covenants, mandatory redemptions or offers to purchase or prepay, defaults and remedies) which, in the reasonable judgment of depositing money Agent is materially more adverse to Agent or securities with the trustee therefor before Lenders than the date required for provisions in the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness Senior Secured Notes Documents as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) (A) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.Closing Date;

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change 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 the Issuer Borrower or any of its 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 that is 120 days after scheduled (as of the Final Maturity Datedate hereof) on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be materially adverse to the issuer of such Indebtedness in any respectIndebtedness, (ii) except for the ObligationsObligations or as permitted pursuant to Section 6.02(h) or (j) hereof, make any voluntary or optional payment, prepayment, redemption or other acquisition for value (other than Investments described in paragraphs (vii) or (xii) of the definition of Permitted Investments) of any Indebtedness of the Issuer Borrower or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or 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 (iii) except as permitted pursuant to Section 6.02(h) or (Aj) hereof, amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02(c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it it, with respect to any of its Capital 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 Capital Stock, Stock except (A) any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could would not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect, 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.