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

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

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

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

Complete Agreement; Modification of Agreement. (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then in effect of, the interest rate on, or any obligation of Borrower to repay (it being understood that whether or not on a waiver of any Default shall not constitute a change in the terms of any Revolving Credit Commitment of any Lenderfixed date), (b) release all or substantially all of the Collateral (except as expressly permitted by the any outstanding Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent owing to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible InventoryLender, or (gB) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required any Fee or accrued interest payable to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant ; provided, however, that this clause (iii) does not apply to limit any Lender’s obligation change to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.any provision increasing any

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

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

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

Complete Agreement; Modification of Agreement. 52 (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then in effect of, the interest rate on, or any obligation of Borrower to repay (it being understood whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision increasing any interest rate or Fee during the continuance of a waiver Default or to any payment of any Default shall such increase; (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Term Loan Commitment; provided, however, that this clause (iv) does not constitute a apply to any change in to Mandatory Prepayments, including those required under Section 1.2, or to the terms application of any Revolving Credit Commitment of payment, including as set forth in Section 1.8; (v) except as provided in Section 9.10, release any Lender), (b) release all or substantially all material portion of the Collateral (except as expressly permitted by the Loan Documents), (c) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower Guarantor from its guarantee of any Obligation of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.Borrower;

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

Complete Agreement; Modification of Agreement. (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then of, the interest rate on, or any obligation of Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision increasing any 54 interest rate or Fee during the continuance of a Default or to any payment of any such increase; (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in effect whole or in part, of principal of or interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Term Loan Commitment; provided, however, that this clause (it being understood iv) does not apply to any change to Mandatory Prepayments, including those required under Section 1.2, or to the application of any payment, including as set forth in Section 1.8; (v) except as provided in Section 9.10, release any material portion of the Collateral or any Guarantor from its guarantee of any Obligation of Borrower; (vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the term “Required Lenders”; or (vii) amend Section 10.14 or this Section 10.1; and provided, further, that a (x)(A) any waiver of any Default payment applied pursuant to Section 1.8 to, and any modification of the application of any such payment to the Term Loan shall require the consent of the Required Lenders, and (B) any change to the definition of the term “Required Lenders” shall require the consent of the Required Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Agent (or otherwise modify any provision of Section 9 or the application thereof) unless in writing and signed by Agent in addition to any signature otherwise required and (z) the consent of Borrower shall not constitute a be required to change any order of priority set forth in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), Section 1.8. (c) amendAnything in this Section 9.2 to the contrary notwithstanding, modify any amendment, modification, waiver, consent, termination, or waive release of, or with respect to, any provision of this Section 11.1Agreement or any other Loan Document that relates only to the relationship of the Lenders among themselves, and that does not affect the rights or Section 1.9obligations of Borrower, 1.12 shall not require consent by or 9.5the agreement of Borrower; provided, however, that Agent shall promptly give notice to Borrower of any agreement pursuant to this provision. (d) reduce Each waiver or consent under any percentage specified inLoan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar or otherwise modify, other circumstances. No failure on the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of its rights and obligations under this Agreement, (f) increase any such right preclude any other or further exercise thereof or the advance rate above those for Eligible Inventory set forth in the definition exercise of Borrowing Base (any other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvanceright. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.10.2

Complete Agreement; Modification of Agreement. 52 (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then of, the interest rate on, or any obligation of Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision increasing any interest rate or Fee during the continuance of a Default or to any payment of any such increase; (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in effect whole or in part, of principal of or interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Term Loan Commitment; provided, however, that this clause (it being understood iv) does not apply to any change to Mandatory Prepayments, including those required under Section 1.2, or to the application of any payment, including as set forth in Section 1.8; (v) except as provided in Section 9.10, release any material portion of the Collateral or any Guarantor from its guarantee of any Obligation of Borrower; 53 (vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the term “Required Lenders”; or (vii) amend Section 10.14 or this Section 10.1; and provided, further, that a (x)(A) any waiver of any Default shall not constitute a change in payment applied pursuant to Section 1.8 to, and any modification of the terms application of any Revolving Credit Commitment of any Lender), (b) release all or substantially all such payment to the Term Loan shall require the consent of the Collateral Required Lenders, and (except as expressly permitted by the Loan Documents), (cB) amend, modify or waive any provision of this Section 11.1, or Section 1.9, 1.12 or 9.5, (d) reduce any percentage specified in, or otherwise modify, change to the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (f) increase the advance rate above those for Eligible Inventory set forth in the definition of Borrowing Base (other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvance. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.term “

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

Complete Agreement; Modification of Agreement. (a) This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). Neither Borrower and each other Credit Party executing this Agreement nor or any other Loan Document nor shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded at that time. (b) No amendment or waiver of any terms hereof or thereof may provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required Lenders; provided that no such change, waiver, discharge Lenders (or termination shall, without by Agent with the consent of each affected Lender the Required Lenders) and Agent, (a3) extend in the Commitment Termination Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability case of any post-default increase other amendment, by the Required Lenders (or by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided, however, that no amendment, consent or waiver described in interest ratesclause (2) thereon or fees (3) above shall, unless in writing and signed by each Lender directly affected thereby (or reduce by Agent with the principal amount thereofconsent of such Lender), or in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (i) waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Revolving Credit Term Loan Commitment of such Lender over or subject such Lender to any additional material obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount thereof then of, the interest rate on, or any obligation of Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision increasing any interest rate or Fee during the continuance of a Default or to any payment of any such increase; (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in effect whole or in part, of principal of or interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Term Loan Commitment; provided, however, that this clause (it being understood iv) does not apply to any change to Mandatory Prepayments, including those required under Section 1.2, or to the application of any payment, including as set forth in Section 1.8; 52 (v) except as provided in Section 9.10, release any material portion of the Collateral or any Guarantor from its guarantee of any Obligation of Borrower; (vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the term “Required Lenders”; or (vii) amend Section 10.14 or this Section 10.1; and provided, further, that a (x)(A) any waiver of any Default payment applied pursuant to Section 1.8 to, and any modification of the application of any such payment to the Term Loan shall require the consent of the Required Lenders, and (B) any change to the definition of the term “Required Lenders” shall require the consent of the Required Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Agent (or otherwise modify any provision of Section 9 or the application thereof) unless in writing and signed by Agent in addition to any signature otherwise required and (z) the consent of Borrower shall not constitute a be required to change any order of priority set forth in the terms of any Revolving Credit Commitment of any Lender), (b) release all or substantially all of the Collateral (except as expressly permitted by the Loan Documents), Section 1.8. (c) amendAnything in this Section 9.2 to the contrary notwithstanding, modify any amendment, modification, waiver, consent, termination, or waive release of, or with respect to, any provision of this Section 11.1Agreement or any other Loan Document that relates only to the relationship of the Lenders among themselves, and that does not affect the rights or Section 1.9obligations of Borrower, 1.12 shall not require consent by or 9.5the agreement of Borrower; provided, however, that Agent shall promptly give notice to Borrower of any agreement pursuant to this provision. (d) reduce Each waiver or consent under any percentage specified inLoan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar or otherwise modify, other circumstances. No failure on the definition of Required Lenders, (e) consent to the assignment or transfer by Borrower part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of its rights and obligations under this Agreement, (f) increase any such right preclude any other or further exercise thereof or the advance rate above those for Eligible Inventory set forth in the definition exercise of Borrowing Base (any other than the increases specifically provided for in such definition) or that make less restrictive the nondiscretionary criteria for exclusion set forth in the definition of Eligible Inventory, or (g) increase the amount of the Maximum Overadvanceright. No provision of Section 9 may be amended without the prior written consent of Agent. For avoidance of doubt, it is understood and agreed that no Lender will be required to participate in a debtor-in-possession financing without such Lender’s consent. The foregoing is in no way meant to limit any Lender’s obligation to make extensions of credit to Borrower (or its debtor-in-possession successor) pursuant to a cash collateral order or stipulation to the extent otherwise required by the terms of this Agreement.10.2

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