Common use of Amendment of Section 5 Clause in Contracts

Amendment of Section 5. 2. (a) The Purchase Agreement is hereby amended by deleting Section 5.2(a) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the HMTF Group in the aggregate own any combination of shares of Common Stock and Series A-2 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 4,107,143 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the holders of a majority of the then outstanding HMTF Shares shall have the right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "HMTF Director"); provided, however, that the right to designate an HMTF Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-2 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-2 Preferred Stock set forth in the Certificate of Designation. In the event the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and so designate an HMTF Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an HMTF Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause an HMTF Director to be nominated for election as a director by the stockholders and to cause the HMTF Director to be so elected. If the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an HMTF Director, the holders of a majority of the then outstanding HMTF Shares shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected." (b) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(i) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the Liberty Group in the aggregate own any combination of shares of Common Stock and Series A-1 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 2,687,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person a "Liberty Director"); provided, however, that the right to designate a Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate the Liberty Director for election to the Company's Board of Directors and elect to so designate a Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing a Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause a Liberty Director to be nominated for election as director by the stockholders and to cause the Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate a Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of a Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected." (c) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(ii) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the Liberty Group own any combination of shares of Common Stock and Series A-1 Preferred Shares representing an amount of Common Stock (on an as-converted basis) that, taken together, equals 8,928,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right, in addition to the rights set forth in clause (i) above, to designate one additional person for election to the Company's Board of Directors or, if greater, such number of additional persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "Additional Liberty Director"); provided, however, that the right to designate an Additional Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and elect to so designate an Additional Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an Additional Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause an Additional Liberty Director to be nominated for election as director by the stockholders and to cause an Additional Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an Additional Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected."

Amendment of Section 5. 2. (a10(a). Section 5.10(a) The of the Purchase Agreement is hereby amended by deleting Section 5.2(a) and restated in its entirety as follows: (a) Subject to the proviso in the penultimate sentence of this subsection (a), Purchaser shall use its reasonable best efforts to have released and substitutingcancelled each Seller Guarantee (other than any Seller Guarantee in respect of Indebtedness that is paid in full under Section 5.17) set forth in item 4 on Section 3.18(a) of the Company Disclosure Schedule or to cause itself and/or one or more of its Affiliates or a letter of credit to be substituted for Seller and each of Seller and each of Seller’s Affiliates in respect of such Seller Guarantee, in lieu thereofeach case, as of the Closing Date. To the extent such release or substitution of any Seller Guarantee contemplated by the first sentence of this Section 5.10(a) has not been effected as of the Closing Date, (i) subject to the proviso in the penultimate sentence of this subsection (a), Purchaser and Seller shall use all commercially reasonable efforts to terminate (without any surviving liability) the agreement underlying such Seller Guarantee as of the Closing Date or as soon as possible thereafter and (ii) until such agreement is terminated (without any surviving liability) Purchaser agrees, and after the Closing Date, shall cause the Company, in each case, unconditionally and irrevocably, without the right of setoff, to pay to, reimburse and indemnify and hold harmless, Seller for and against any payments, costs and expenditures incurred by Seller or any of its Affiliates after the Closing as relating to such Seller Guarantee until the complete release of Seller and its Affiliates under such Seller Guarantee. With respect to all guarantees issued by Seller on behalf of the Company and its Subsidiaries in respect of the assignment of the Current Pulp Supply Contracts, (i) Purchaser shall use commercially reasonable efforts to replace such guarantees as soon as possible after the Closing Date by offering to provide guarantees by NewPageCo in respect of performance obligations of the Company or any of its Subsidiaries under the Current Pulp Supply Contracts and (ii) until the applicable guarantee of Seller is extinguished (without any surviving liability to Seller) or has expired, Purchaser agrees, and after the Closing Date, shall cause the Company, in each case, unconditionally and irrevocably, without the right of setoff, to pay to, reimburse and indemnify and hold harmless Seller for and against any payments, costs and expenditures incurred by Seller or any of its Affiliates after the Closing pursuant to such guarantee. If, notwithstanding Purchaser’s reasonable best efforts described above, any Seller Guarantee (other than any Seller Guarantee in respect of Indebtedness that is paid in full under Section 5.17) is outstanding after the Closing Date, Purchaser shall cause the Company to deliver at the Closing an irrevocable letter of credit in an amount sufficient to cover all of Purchaser’s and the Company’s potential payment, reimbursement and indemnification obligations under this Section 5.10, including with respect to the Sale Lease-Back, the following: " For so long as the members amount set forth on Schedule 5.10 of the HMTF Group in the aggregate own any combination of shares of Common Stock and Series A-2 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 4,107,143 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the holders of a majority of the then outstanding HMTF Shares shall have the right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "HMTF Director")Company Disclosure Schedule; provided, however, that in no event shall Purchaser or any of its Affiliates be required to (i) obtain an aggregate amount of letters of credit in excess of $10 million or (ii) provide, issue, incur or otherwise enter into any Credit Support Obligations except for the right to designate an HMTF Director under this Section 5.2 shall be suspended at any time that the holders issuance of the Series A-2 Preferred Stock have the right to elect a person to the Board guarantees by NewPageCo in respect of Directors under the terms of the Series A-2 Preferred Stock set forth in the Certificate of Designation. In the event the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and so designate an HMTF Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an HMTF Director and (b) in connection with the meeting of stockholders performance obligations of the Company next following such election, or any of its Subsidiaries to cause an HMTF Director to be nominated for election as a director the extent permitted by Holdco’s and NewPageCo’s financing arrangements. Seller or the stockholders and to cause the HMTF Director to be so elected. If the holders of a majority applicable counter-party of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to agreement underlying the Company's Board of Directors and a vacancy shall exist in the office of an HMTF Director, the holders of a majority of the then outstanding HMTF Shares Seller Guarantee shall be entitled to designate a successor and the Board beneficiary of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected." (b) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(i) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the Liberty Group in the aggregate own any combination of shares of Common Stock and Series A-1 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 2,687,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person a "Liberty Director"); provided, however, that the right to designate a Liberty Director under this Section 5.2 shall be suspended at any time that the holders letter of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate the Liberty Director for election to the Company's Board of Directors and elect to so designate a Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing a Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause a Liberty Director to be nominated for election as director by the stockholders and to cause the Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate a Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of a Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be electedcredit." (c) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(ii) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the Liberty Group own any combination of shares of Common Stock and Series A-1 Preferred Shares representing an amount of Common Stock (on an as-converted basis) that, taken together, equals 8,928,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right, in addition to the rights set forth in clause (i) above, to designate one additional person for election to the Company's Board of Directors or, if greater, such number of additional persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "Additional Liberty Director"); provided, however, that the right to designate an Additional Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and elect to so designate an Additional Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an Additional Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause an Additional Liberty Director to be nominated for election as director by the stockholders and to cause an Additional Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an Additional Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected."”

Amendment of Section 5. 21. (i) Section 5.1(a) is hereby amended and restated in its entirety as follows: (a) The Purchase Agreement the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of (1) the Borrower’s intent to make such prepayment, (2) the amount of such prepayment, (3) the Type of Loans to be prepaid (or whether Swingline Loans are to be paid) and, if applicable, the Loans proposed to be prepaid, (4) in the case of LIBOR Loans, the specific Borrowing(s) being prepaid and (5) in the case of Swingline Loans, the Swingline Lender(s) and particular Swingline Loan(s) being prepaid, which notice shall be given by the Borrower no later than (i) in the case of LIBOR Loans, 1:00 p.m. three Business Days before the date of such prepayment, (ii) in the case of ABR Loans, 1:00 p.m. on the date of such prepayment, and (iii) in the case of Swingline Loans, 3:00 p.m. on the date of such prepayment, and in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders (in the case of Loans) or the applicable Swingline Lender(s), as the case may be; (ii) Section 5.1(b) is hereby amended by deleting Section 5.2(a) and restated in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the HMTF Group in the aggregate own any combination of shares of Common Stock and Series A-2 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 4,107,143 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the holders of a majority of the then outstanding HMTF Shares shall have the right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "HMTF Director"); provided, however, that the right to designate an HMTF Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-2 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-2 Preferred Stock set forth in the Certificate of Designation. In the event the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and so designate an HMTF Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an HMTF Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause an HMTF Director to be nominated for election as a director by the stockholders and to cause the HMTF Director to be so elected. If the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an HMTF Director, the holders of a majority of the then outstanding HMTF Shares shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected."follows: (b) unless otherwise directed by the Borrower and consented to in writing by the Administrative Agent to effectuate a debtor-in-possession financing approved in a proceeding under the Bankruptcy Code, each partial prepayment of (i) LIBOR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; but no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than $1,000,000 for such LIBOR Loans; and (iii) The Purchase Agreement last paragraph of Section 5.1 is hereby amended by deleting Section 5.2(b)(i) and restated in its entirety and substituting, in lieu thereofas follows: With respect to each prepayment of Loans elected under this Section, the following: " For so long as Borrower may designate (i) the members Types of Loans that are to be prepaid and the specific Borrowing(s) being repaid and (ii) the specific Loans to be prepaid, if applicable; but (A) unless otherwise directed by the Borrower and consented to in writing by the Administrative Agent to effectuate a debtor-in-possession financing approved in a proceeding under the Bankruptcy Code, each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans and (B) notwithstanding the provisions of the Liberty Group preceding clause (A), no prepayment of Loans shall be applied to the Loans of any Defaulting Lender unless otherwise agreed in writing by the aggregate own any combination Borrower. In the absence of shares of Common Stock and Series A-1 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 2,687,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting a designation by the Common Stock from time to timeBorrower under Section 5.2(d), the members of the Liberty GroupAdministrative Agent shall, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right to designate one person for election subject to the Company's Board of Directors orabove, if greatermake such designation in its reasonable discretion with a view, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person a "Liberty Director"); provided, however, that the right to designate a Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate the Liberty Director for election to the Company's Board of Directors and elect to so designate a Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing a Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such electionbut no obligation, to cause a Liberty Director to be nominated for election as director by the stockholders and to cause the Liberty Director to be so elected. If the members of the Liberty Group are entitled minimize breakage costs owing under this Section 5.2 to designate a Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of a Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected2.11." (c) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(ii) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the Liberty Group own any combination of shares of Common Stock and Series A-1 Preferred Shares representing an amount of Common Stock (on an as-converted basis) that, taken together, equals 8,928,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right, in addition to the rights set forth in clause (i) above, to designate one additional person for election to the Company's Board of Directors or, if greater, such number of additional persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "Additional Liberty Director"); provided, however, that the right to designate an Additional Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and elect to so designate an Additional Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an Additional Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause an Additional Liberty Director to be nominated for election as director by the stockholders and to cause an Additional Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an Additional Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected."

Amendment of Section 5. 2.07(a). Section 5.07(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: (a) The Purchase Agreement is hereby amended by deleting Section 5.2(a) in its entirety Company and substitutingSeller agree that, in lieu thereofeffective as of immediately prior to the Closing, the following: " For so long as the members each of the HMTF Group agreements listed in the aggregate own any combination of shares of Common Stock and Series A-2 Preferred Stock representing an amount of Common Stock (on an as-converted basisSection 5.07(i) that, taken together, equals at least 4,107,143 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the holders of a majority of the then outstanding HMTF Shares Company Disclosure Schedule shall have be automatically terminated without any further action by the right to designate one person for election to the Company's Board of Directors orparties thereto or any further liability, if greater, such number of persons (rounded up to the next whole number) equal to 10% penalty or cost of the then authorized number of members of the Company's Board of Directors (each such person an "HMTF Director")Purchaser, Holdco, Company or any Subsidiaries or Seller thereunder; provided, howeverthat any account receivable or account payable accrued prior to the Closing Date under such arrangements shall survive until paid in due course but solely to the extent reflected in the calculation of Closing Date Working Capital. The Company and Seller agree that, effective as of immediately prior to Closing, all agreements listed on Exhibit G shall have been terminated, cancelled, settled or otherwise made inoperative without any further action by the parties thereto without any further obligations under such agreements. Purchaser, Seller and the Company acknowledge and agree that (i) the right to designate an HMTF Director Indebtedness under this Section 5.2 the Bridge Loan Agreement shall be suspended extinguished at Closing by or on behalf of Purchaser in accordance with Sections 1.03(b)(iii) and 1.03(d) and (ii) on and after the Closing Date, the Company shall no longer have any time that the holders of the Series A-2 Preferred Stock have the right rights or obligations or otherwise be able to elect a person to the Board of Directors under the terms of the Series A-2 Preferred Stock benefit from those agreements set forth in the Certificate of Designation. In the event the holders of a majority Section 5.07(ii) of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election Company Disclosure Schedule (such agreements, the “Terminated Contracts“). Without limitation to the Company's Board of Directors foregoing, on or prior to the Closing Date and so designate an HMTF Directorexcept as provided in Sections 1.03(b)(iii) as provided in the Amended and Restated Transition Services Agreement and Section 5.07(b), they shall so notify the Company in writing Seller and the Company shall use its best efforts (a) to terminate or cause the size of the Board of Directors to be increased by one terminated, and eliminate and procure the release of all current and future liabilities (including liabilities for all obligations to indemnify Seller or otherwise hold it harmless pursuant to any agreement or other arrangement entered into prior to the Closing), and the vacancy created thereby to be filled by electing an HMTF Director and (b) in connection with the meeting termination of stockholders all rights, of the Company next following such electionand each of its Subsidiaries under all agreements, to cause an HMTF Director to be nominated for election as a director intercompany accounts payable and accounts receivable between the Company or any of its Subsidiaries, on the one hand, and Seller or any Affiliate of Seller, other than the Company and its Subsidiaries, on the other hand, without any further action by the stockholders and to cause the HMTF Director to be so elected. If the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an HMTF Directorparties thereto or any further liability, the holders of a majority of the then outstanding HMTF Shares shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected." (b) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(i) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the Liberty Group in the aggregate own any combination of shares of Common Stock and Series A-1 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 2,687,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast penalty or by the written consent of a majority in interest of such members, shall have a right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members cost of the Company's Board , Seller, Purchaser or any of Directors (each such person a "Liberty Director"); provided, however, that their respective Affiliates. Notwithstanding anything to the right to designate a Liberty Director under contrary in this Section 5.2 shall be suspended at any time that 5.07, the holders of the Series A-1 Preferred Stock have the right Seller Guarantees, subject to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate the Liberty Director for election to Sections 5.10, and the Company's Board of Directors ’s obligation to pay the SEO Rebate Payables shall remain in full force and elect to so designate a Liberty Director, they shall so notify effect from and after the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing a Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause a Liberty Director to be nominated for election as director by the stockholders and to cause the Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate a Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of a Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be electedClosing." (c) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(ii) in its entirety and substituting, in lieu thereof, the following: " For so long as the members of the Liberty Group own any combination of shares of Common Stock and Series A-1 Preferred Shares representing an amount of Common Stock (on an as-converted basis) that, taken together, equals 8,928,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right, in addition to the rights set forth in clause (i) above, to designate one additional person for election to the Company's Board of Directors or, if greater, such number of additional persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "Additional Liberty Director"); provided, however, that the right to designate an Additional Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and elect to so designate an Additional Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an Additional Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause an Additional Liberty Director to be nominated for election as director by the stockholders and to cause an Additional Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an Additional Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected."”