Indebtedness outstanding on the date hereof and listed on [Schedule 7.02] and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;

Indebtedness listed on [Schedule 7.03] that is outstanding on the Closing Date;

Credit Agreement and Loan Documents. The Lender (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Lender (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and # duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Lender shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including a written opinion of the Borrower’s counsel, addressed to the Lender in form and substance reasonably satisfactory to the Lender.

Executed Loan and Other Documents. This Agreement shall have been duly authorized and executed by the Borrower or other Persons, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.

Indebtedness of a Subsidiary of the Borrower owed to the Borrower or Subsidiary of the Borrower, which Indebtedness shall # in the case of Indebtedness owed to a Credit Party, constitute "Collateral" under the Collateral Agreement, # in the case of Indebtedness owed by a Credit Party to a Non-Guarantor Subsidiary shall be unsecured and if such Indebtedness is evidenced by a note or other written agreement, shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and # be otherwise permitted under the provisions of Section 9.2(c), (i) or (j);

Other Defaults Under Loan Documents. The Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in [Sections 9.1(a) or 9.1(d)]) or any other Loan Document and such failure shall continue unremedied for a period of 30 days after the earlier to occur of # the Borrower obtaining knowledge thereof and # the date that notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

Ratification of Existing Loan Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Existing Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Revolving Loan Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 9.3.

Amendment of ABL Documents and Organizational Documents. Amend, supplement or otherwise modify # the ABL Credit Agreement or the other ABL Documents if such modification # would result in the Liens or Obligations created under the Loan Documents not being permitted under the ABL Documents, # would modify [Section 12.15] of the ABL Credit Agreement in a manner that is adverse to the interests of [[Organization B:Organization]] or # otherwise places restrictions on the Borrower or any of its Domestic Subsidiaries # providing Liens to secure, or any Guarantees to support, any Obligations created under Loan Documents or # making any payment, repayment or prepayment of any Obligations created under the Loan Documents (other than, in each case under this clause (iii), any such restrictions that, taken as a whole, are not less favorable to [[Organization B:Organization]] than the restrictions set forth in the ABL Documents as in effect on the Closing Date) or # any Organizational Document of the Borrower or any Subsidiary in a manner that is materially adverse to the interests of [[Organization B:Organization]].

any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of Credit Agreement or any of the other Loan Documents;